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FocalTech Annual Report 2020

Aug 27, 2021

52342_rns_2021-08-27_8717e57f-4cce-4d1b-9f81-7aa0fb2f5ce1.pdf

Annual Report

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Stock Code: 3545 Published on April 30, 2021

==> picture [193 x 76] intentionally omitted <==

FocalTech Systems Co., Ltd. 2020 Annual Report

Prepared by FocalTech Systems Co., Ltd. This annual report is available at http://mops.twse.com.tw The company discloses annual report information at http://www.focaltech-electronics.com/

1. Spokesperson, Deputy Spokesperson

Name of Spokesperson: James Liao Title: CFO Tel No.: (886)3-6661660 E-mail: [email protected]

Name of Deputy Spokesperson: Peter Hsieh Title: Investor Relationship Deputy Manager Tel No. : (886)3-6661660 E-mail: [email protected]

2. Address and Tel Number of Headquarters, Branches and Plant

Headquarters: 4F and 6F, No. 6, Dusing First Road, Hsinchu Science Park, Taiwan Tel No.: (886)3-6661660

3. Appointment of a professional shareholder services agent: Handling stock transfer and shareholders' regular meeting affairs

Name: Agent Division, CTBC Bank Address: 5F, No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng District, Taipei City Tel: (886)2-66365566 Website: www.ctbcbank.com

4. CPA for recent financial reports

Name of CPA: Lilac Shue, Chih-Ming Shao Name of Office: Deloitte & Touche Address: 20F, No. 100, Songren Rd., Xinyi District, Taipei City Tel: (886)2-27259988 Website: www.deloitte.com.tw

5. Website of Overseas Securities Exchange Office & the way to inquire into information of securities: None

6. Company Website: http://www.focaltech-electronics.com/

FocalTech Systems Co., Ltd. 2020 Annual Report

Contents

FocalTech Systems Co., Ltd.
2020 Annual Report
Contents
I. LETTER TO SHAREHOLDERS ................................................................................................ 1
II. COMPANY PROFILE .................................................................................................................. 3
1. ANINTRODUCTION TOFOCALTECH................................................................................................. 3
2. MILESTONES....................................................................................................................................... 3
III.CORPORATE GOVERNANCE ................................................................................................... 5
1. ORGANIZATION.................................................................................................................................. 5
2. PROFILES OFDIRECTORS, SUPERVISORS, PRESIDENT, EXECUTIVEVICEPRESIDENT, DEPUTY
EXECUTIVEVICEPRESIDENT, DIVISIONHEADS,ANDBRANCHHEADS................................................ 7
3. IMPLEMENTATION OFCORPORATEGOVERNANCE.............................................................................. 21
4. DISCLOSURE OF THECPAS’FEE....................................................................................................... 49
5. CHANGES OFCPA: NONE.................................................................................................................. 50
6. INFORMATION REGARDING TO THE CHAIRMAN,PRESIDENT,CHIEF FINANCIAL OR ACCOUNTING
MANAGER OF THECOMPANY HOLDING POSITION IN THE BUSINESS UNDER THE COMMISSIONEDCPA
FIRM OR ITS AFFILIATES IN1YEAR: NONE.......................................................................................... 50
7. THE CHANGE OF THE SHARE HOLDING STATUS AND THE SHARE PLEDGED INFORMATION OF
DIRECTORS,SUPERVISORS,MANAGERIAL OFFICERS AND THE SHAREHOLDERS HOLDING MORE THAN
10%OF THE SHARES IN THE MOST RECENT YEAR TO THE DATE THIS REPORT WAS PRINTED............... 50
8. INFORMATION ON SHAREHOLDERS AMONG THE TOP10BY PROPORTION OF SHAREHOLDING WHO ARE
RELATED PARTIES TO ONE ANOTHER,SPOUSE OR KINDRED WITHIN THE2ND DEGREE OF KINSHIP...... 53
9. QUANTITY OF SHAREHOLDINGS OF THE SAME INVESTEE BY THECOMPANY ANDDIRECTORS,
SUPERVISORS, MANAGIALOFFICER,AND DIRECT OR INDIRECT SUBSIDIARIES IN PROPORTION TO THE
COMBINED HOLDINGS OF ALL,AND COMBINED TO CALCULATE THE PROPORTION OF OVERALL
SHAREHOLDING................................................................................................................................. 54
IV. CAPITAL OVERVIEW .............................................................................................................. 55
1. CAPITAL ANDSHARES....................................................................................................................... 55
  1. ISSUANCE OF CORPORATE BONDS: NONE ........................................................................................... 62 3. PREFERRED SHARES: NONE ................................................................................................................ 62 4. ISSUANCE OF OVERSEAS DEPOSITARY SHARES: NONE ........................................................................ 62 5. STATUS OF EMPLOYEE STOCK OPTION PLAN ....................................................................................... 62 6. STATUS OF EMPLOYEE RESTRICTED STOCK SHALL INCLUDE THE FOLLOWING: .................................... 65 7. STATUS OF NEW SHARE ISSUANCE IN CONNECTION WITH MERGERS AND ACQUISITIONS: NONE. ......... 68 8. FUNDING PLANS AND IMPLEMENTATION: N/A. ................................................................................... 68 V. OPERATIONAL HIGHLIGHTS ............................................................................................. 69 1. BUSINESS ACTIVITIES ........................................................................................................................ 69 2. MARKET, PRODUCTION, AND SALES OUTLOOK .............................................................................. 83 3. INFORMATION OF EMPLOYEES .......................................................................................................... 91 4. INFORMATION ON ENVIRONMENTAL PROTECTION EXPENDITURES ................................................ 92 5. LABOR RELATIONS ............................................................................................................................ 92 6. MATERIAL CONTRACTS ............................................................................................................... 94 VI. FINANCIAL STATUS ............................................................................................................... 95 1. CONDENSED BALANCE SHEETS, STATEMENTS OF COMPREHENSIVE INCOME, AND CPA AUDIT OPINIONS FOR THE LATEST FIVE YEARS ........................................................................................... 95 2. FINANCIAL ANALYSIS FOR THE LATEST FIVE YEARS ....................................................................... 99 3. AUDIT COMMITTEE’ REVIEW REPORT ON THE FINANCIAL STATEMENT OF THE MOST RECENT YEAR ................................................................................................................................................ 103 4. THE FINANCIAL REPORTS OF THE COMPANY FOR THE MOST RECENT YEARS HAVE BEEN AUDITED BY CPA.: PLEASE REFER TO ATTACHMENT 1. ................................................................................ 104 5. THE INDIVIDUAL FINANCIAL REPORTS OF THE COMPANY FOR THE MOST RECENT YEARS HAVE BEEN AUDITED BY CPA.: PLEASE REFER TO ATTACHMENT 2. .................................................................... 104 6. IN THE CASE OF ANY INSOLVENCY OF THE COMPANY AND ITS AFFILIATES IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT, THE EFFECTS ON THE FINANCIAL POSITION OF THE COMPANY SHALL BE LISTED: NONE. ............................................... 104

VII. REVIEW OF FINANCIAL POSITION, FINANCIAL CONDITIONS, AND RISK

MATTERS .................................................................................................................................. 105 1. FINANCIAL POSITION ..................................................................................................................... 105 2. FINANCIAL CONDITIONS ............................................................................................................... 106 3. CASH FLOW .................................................................................................................................... 106 4. IMPACT OF MAJOR CAPITAL EXPENDITURES ON FINANCIAL OPERATIONS IN THE MOST RECENT YEAR ............................................................................................................................................... 107 5. POLICY FOR THE MOST RECENT FISCAL YEAR ON INVESTMENT IN OTHER COMPANIES, MAIN REASONS FOR PROFITS/LOSSES RESULTING THEREFROM, PLANS FOR IMPROVEMENT, AND INVESTMENT PLANS FOR THE COMING FISCAL YEAR: .................................................................. 107 6. RISK ANALYSIS FOR THE MOST RECENT FISCAL YEAR AS WELL AS THE CURRENT FISCAL YEAR UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT ...................................................... 107 7. OTHER IMPORTANT MATTERS: NONE. .......................................................................................... 111 VIII. SPECIAL DISCLOSURE ....................................................................................................... 112 1. INFORMATION REGARDING THE COMPANY’S AFFILIATES ............................................................. 112 2. PRIVATE PLACEMENT OF SECURITIES IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT: NOT APPLICABLE ........................................................... 115 3. SUBSIDIARIES’ HOLDING OR DISPOSAL OF THE COMPANY’S SHARES IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT: NOT APPLICABLE .................. 115 4. OTHER NECESSARY SUPPLEMENTARY NOTES: NONE ..................................................................... 115 IX. ANY MATTER IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT WHICH HAS A SIGNIFICANT IMPACT ON SHAREHOLDERS' EQUITY OR SECURITIES PRICES AS STIPULATED IN SUBPARAGRAPH 2 OF PARAGRAPH 2 OF ARTICLE 36 OF THE SECURITIES AND EXCHANGE ACT: NONE................................................................... 115 ATTACHMENT 1 ............................................................................................................................ 116 ATTACHMENT 2 ............................................................................................................................ 171

I. Letter to Shareholders

The Year of the COVID-19 Outbreak is the Year of Rebirth for FocalTech.

In 2020, the outbreak of the COVID-19 epidemic caused a huge number of infections and deaths around the world, and no country was able to escape from it. As a result, face-to-face business activities have been greatly minimized due to the border controls implemented in various countries. In addition, traditional classes have been suspended, leading to the popularization of learning from home. To avoid direct contact with other people when buying everyday necessities, more people prefer to use online shopping. The way people live has undergone substantial changes in 2020, creating new business models and different consumer demands. Fortunately, FocalTech’s perseverance in technology development and advanced deployment strategies in production plans have coincided with such market changes and demand increase. It allows the company to make significant progress in the development of human-machine interface applications, including mobile phones, tablets, notebooks, and wearable products. As a result, in 2020, we have stopped the losses in the past three consecutive years and achieved a record high in terms of revenue.

According to the statistics conducted by the Canalys, global smartphone shipments in 2020 amounted to 1.26 billion units, which is not only a decrease of 7% compared to the 1.36 billion units in 2019, but also a decline in three consecutive years. However, due to iteration in technology, the percentage of full in-cell panels used in smartphones has gradually increased from about 15% in 2017 to nearly 60% in 2020, making the overall market of "Integrated Driver and Controller (IDC), also known as TDDI (Touch and Display Driver Integration)" to expand continuously. This implies that FocalTech has accurately predicted the market trend and continued to strengthen its technological capability and to engage in long-term R&D, leading to the upgrade of the panel industry.

In 2018, FocalTech faced a serious shortage in foundry capacity, making it more aware of the importance of production planning. Starting from 2019, FocalTech continued to expand its foundry partners, working together to optimize its manufacturing processes and yields. In 2020, the production capacity was effectively increased to provide high-quality products that meet the needs of customers. The shipments of IDC in 2020 exceeded 200 million units, showing a substantial increase compared with 2019, and a market share growth to more than 30%.

Moreover, due to the short foundry capacity and huge demand, the price of IDC began to rise notably in the fourth quarter of 2020, benefiting FocalTech's gross margin. The gross margin of FocalTech in 2020 reached 24.85%, an increase of 3.09 percentage compared with 2019. Such increase in gross margin raised the annual net income of FocalTech to NT$ 983 million, setting a new record. Based on the weighted average outstanding shares, the earnings per share was NT$ 3.97.

In addition to the breakthrough in the IDC market, FocalTech also made great achievements in the area of the AMOLED panel field. After many years of development in touch controller ICs, more than 20

1

million chips have been shipped in 2020 to several well-known mobile phone brands, showing a growth of several multiples compared with 2019. In terms of capacitive fingerprint sensor, FocalTech started the mass production in 2020, reaching a shipment level of tens of millions.

Overall, in the promotion of human-machine interface products, FocalTech is able to offer the convenient one-stop service to its customers, which is a unique advantage among the industry. For example, the combination sales of capacitive fingerprint products and IDC will help the integration in system implementation, providing more value-added products and services to customers. Furthermore, since FocalTech has strong technical teams in both Taiwan and China, it is able to provide immediate supports to customers during the tough epidemic period in 2020, accelerating the introduction of products to rapidly gain the market share.

To maintain its leading position in human-machine interface development for mobile devices around the world, FocalTech continues to increase its R&D investment and has achieved great results. The R&D expenditure in 2020 reached NT$ 1.636 billion, an increase of more than 5% compared with 2019, accounting for 11.86% of the annual revenue. In 2020, FocalTech has filed 93 patent applications, an increase of nearly 20% compared with 2019, and has received 63 patent approvals, a substantial increase of 70% compared with 2019. FocalTech insists on realizing the value of innovation and R&D through pragmatic actions.

In terms of product and technology development strategy, FocalTech continues to cultivate the IDC market. In response to the advent of the 5G era, the display panels of mobile devices must have low latency and high frame rate requirements. The products with 90Hz and 120Hz high refresh rates developed by FocalTech have started mass production in 2020 and have been well accepted by the market. In addition, after nearly three years of development in the automotive field, in-cell touch panels have recently begun to increase their penetration rate with the rising of electric vehicles. Side fingerprint solution has also been developed for capacitive fingerprint recognition products, meeting customers' design requirements for full-screen mobile phones. Furthermore, breakthroughs have also been made in the field of optical fingerprint technology to start small-scale trial production.

Looking into 2021, although the challenges of the COVID-19 epidemic and the U.S.-China trade war are still present, and the shortage in foundry capacity is unable to be solved in the short term, the steady and pragmatic operation policy of FocalTech will enable IDC products to grow continuously. In addition, the development of AMOLED related ICs and fingerprint recognition technologies will start to yield positive results, boosting FocalTech's operation to a new level. More importantly, FocalTech will adhere to the core values of leading provider for human-machine interface solutions, keep developing technologies as well as intellectual property rights, maintain the leading position in the industry, and continue to create maximum value for shareholders, to thank all shareholders for their long-term trust and support.

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Chairman and President: Genda Hu

2

II. Company Profile

1. An Introduction to FocalTech

Founded in January 2006, the Company – which was formerly known as Orise Technology Co., Ltd. – was renamed as FocalTech Systems Co., Ltd. on January 27, 2015. The Company is mainly engaged in the development and sales of Human-Machine Interface (HMI) solutions such as display drivers, touchscreens, and fingerprint recognition, with branch offices and customer support centers established in Taiwan, China, the United States, and South Korea.

FocalTech is dedicated to the development of HMI solutions to provide competitive chips for various electronic products, including capacitive touch IC, display driver chips, and fingerprint recognition chips. Additionally, the Company has established a solid foundation in the technical fields of IP & image processing algorithms; digital and analog signal processing; and power saving. Even more, FocalTech’s self-developed Super In-cell technology – unlike traditional, separated touch and display drivers solutions that require multiple ICs ICachieves only a single Integrated Driver Controller (IDC) to drive the Touch and Display Integration Panel. This simplifies what was a complex supply chain, and reduces electronic components required. This allows less complicated panel modules, thus saving production cost and providing better solutions for customers.

FocalTech observes a “customer-focused” code of conduct, and this has led to the formation of a tightly-knit sales and technical service network. Through this, we aim to provide timely and professional localized technical support services to customers at home and abroad, with the solid technical support to back up the billions of smart devices using FocalTech’s technology solutions worldwide.

2. Milestones

2006 Companyfounded.
Issued 90,000,000 common shares to Sunplus Technology Co., Ltd. at a premium
of NT$12.22 per share to acquire the operations, assets, and liabilities of its
business department for driver and controller chips used in flat display panels.
Obtained ISO-9001 certification.
Public offeringapproved.
2007 Listed on the Taiwan Stock Exchange,under stock code 3545.
2008 Obtained ISO-14001 certification.
Obtained OHSAS-18001 certification.
2009 Ranked in “Top 5000 - The Largest Corporations in Taiwan” by China Credit
Information Service, Ltd.; ranked 19thin the IC design industry and ranked 48thin
net revenue amongbusinesses in Hsinchu Science Park.
2014 Introduced GF all-ITO single-layer multi-point structure solution to reduce screen
production difficulties,thus significantlyimprovingmassproductionyields.
Completed color space conversion function by integrating LCD driver IC,
establishingaprofessional color managementplatform for smartphones.
Self-developed triple image compression technologyfor use in systemplatforms.

3

2015 Merged and conducted share-swap with FocalTech Corporation, Ltd.
Companyrenamed as FocalTech Systems Co. Ltd.
Supplied for the world’s first a-Si HD,in-cell based touchpanel mobilephone.
Launched the world’s first single-chip solution to support multi-touch and
multi-force touch.
2016 Supplied for the world’s first low temperature poly-silicon (LTPS) FHD IDC based
panel smartphone.
Launched the industry’s first WQHD LTPS Driver IC, meeting the high refresh
rate demands of VR devices.
Delivered over 400 million Touch ICs annually, becoming the world’s largest
Touch IC supplier.
2017 Launched the world’s first IDC solution to support a-Si panels designed with
reducedphotomask layers,which successfullyentered massproduction.
Launched FHD LTPS In-cell single-chipsolution for COFproduction.
Honored as the recipient of the Diamond Supplier Award by Tianma
Microelectronics Co.,Ltd.
2018 Successfullydeveloped a touch solution for foldablephones.
Product FT8201 was granted the 13~~th~~“China Chip” Outstanding Technological and
Innovative Product Award.
Out-cell touchproducts successfully passed AEC-Q100qualification.
Successfullydeveloped in-smartphone bloodpressure monitoringtechnology.
2019 AMOLED display touch products were certified by Samsung Display Co., Ltd.,
which then went into mass production and were successfully delivered
accordingly.
AMOLED IDC wearables were approved by customers and introduced to other
first-tier brand customers.
Successfully developed ultra-narrow bezel technology for 2-in-1 touch and display
solutions byMUX 6 in FHDpanels and Dual Gate in HDpanels.
Realized an ultra-thin optical fingerprint solution for 5G smartphones.
2020 Successfullydeveloped a side-mounted capacitive fingerprint solution.
High frame rate solutions went into mass production and were successfully
delivered accordingly.
IDC went into massproduction in the automotive market.
Annual revenue reached a new record high.

4

III. Corporate Governance

1. Organization

(1) Organizational Structure

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

Shareholders' Meeting
Audit committee
Remuneration
Board of Directors
Committee
Auditing Office
Chairman
President's &
Chairman's Offices
Quality Research and Finance and Human Resources
Production Sales Marketing Engineering
Assurance Development Accounting & Administrative
Department Department Department Department
Department Department Department Department
----- End of picture text -----

5

(2) Business of major departments

(2)Business of major departments
Department Major Business
President's &
Chairman's
Offices

1. Implements, coordinates, and sets the Company’s operational goals, and directs and supervises
the proper functioning of all departments.
2. Handles corporate legal affairs and business contract/agreement issues.
Auditing
Office
Establishes the Company’s internal control system, conducts audits of various operating cycles, and
provides analysis and recommendations.
Quality
Assurance
Manages the Company’s quality control system, performs quality control, assists in handling
customer complaints,and conductsprevention and rectification ofqualitydefects.
Production Manages quality, yield, and reliability for mass production, outsourced production scheduling,
outsourcingaffairs,andproduction-relatedprocurement and warehousing.
Business Handlesproduct sales and customer service,and maintains customer relationships.
Marketing Handles market planning and analysis and collects market information to facilitate the planning,
analysis and launch of newproducts.
Engineering Assists in firmware and software design, development, validation of products, and introduction of
product applications for customers duringthepost-production stage.
Research and
Development
Handles design, development, and improvement of products in the pre-production stage.
Finance and
Accounting
Handles accounting, tax reporting, capital management, external statements, investor relations, and
shareholders’ meetings.
Human
Resources &
Administrative

Formulates and implements administrative rules and regulations related to general affairs and
human resources.

6

2. Profiles of Directors, Supervisors, President, Executive Vice President, Deputy Executive Vice President, Division Heads, and Branch Heads

(1) Directors and Supervisors

1. Profiles of Directors and Supervisors

April 26, 2021; Unit: share; %

Title Nationality
or place of
registration
Name Gender Election Date
(Note 1)
Term of
Office
Initial
Election
Date
Shares at Election Shares at Election Current shareholding Current shareholding Current shareholding
held by spouse &
minor children
Current shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work
experience and
academic qualifications
Position(s) held
concurrently in the
company and/or in any
other company
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Title Name Relation
Chairman U.S.A. Genda Hu Male June 20, 2020 3 years Jan. 5,
2015
2,105,841 0.70 1,232,138 0.57 455,072 0.21 4,158,691 1.92 Ph.D. in Electrical
Engineering, Princeton
University,
IEEE Fellow,
Worked at American
IBM,
PMC-Sierra,Cypress,
Vice President of R &
D and Marketing
Department of TSMC,
Head of ERSO in ITRI,
Secretariat of Taiwan
Semiconductor Industry
Association
President, CEO of
FocalTech Systems
Co., Ltd. /
CEO, Director,
President, Secretary,
Chairman, Chairman,
President of FocalTech
Corporation, Ltd./
CEO, Director,
President, Secretary of
FocalTech Systems,
Inc./
CEO, Director,
President, Secretary,
Chairman of
FocalTech Systems,
Ltd./
Director of FocalTech
Electronics, Ltd./
Chairman of
FocalTech Electronics
Co., Ltd./
Executive Director,
President, CEO of
FocalTech Systems
(Shenzhen) Co., Ltd./
Executive Director,
President of FocalTech
Electronics (Shenzhen)
Co., Ltd./
Executive Director,
President of FocalTech
Electronics (Shanghai)
Co., Ltd./
Executive Director,
President of FocalTech
Electronics (Shanghai)
Co., Ltd. Beijing
Branch
No suitable
candidate has
been appointed
to the position
of president of
the Company.
The Company
has assigned a
number of
executive vice
presidents to
assist in the
management
of the
Company. The
Board of
Directors
includes four
independent
directors, who
constitute half
of the Board.
Two of these
directors are
employees or
managerial
officers.
Therefore, the
Chairman and
the President
are the same
person, which
does not affect
the operations
or decision
making of the
Company.
Director Taiwan James Liao Male June 20, 2020 3 years June 10,
2015
900,974 0.30 673,528 0.31 MBA of NTU
Financial Manager of
MediaTek
CFO of FocalTech
Systems Co., Ltd./
Director of FocalTech
Electronics Co., Ltd./
Director of Hefei
PineTech Electronics
Co., Ltd./
Chairman and CEO of
FocalTech Smart
Sensors Co., Ltd./
FocalTech Smart
Sensors, Ltd.: Director/
Supervisor of Vitrio
Technology
Corporation
Director U.S.A. GWAA LLC June 20, 2020 3 years June 10,
2015
5,940,047 1.98 4,158,691 1.92 FocalTech Smart
Sensors,Ltd.: Director

7

Title Nationality
or place of
registration
Name Gender Election Date
(Note 1)
Term of
Office
Initial
Election
Date
Shares at Election Shares at Election Current shareholding Current shareholding Current shareholding
held by spouse &
minor children
Current shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work
experience and
academic qualifications
Position(s) held
concurrently in the
company and/or in any
other company
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Title Name Relation
Taiwan GWAA LLC
Representative:
Han-Ping Shieh
Male Ph.D., Department of
Electrical and
Computer Engineering,
Carnegie Mellon
University, USA/
IEEE/OSA/SID fellow/
Vice-President of
University System of
Taiwan /
Vice President of
National Chiao Tung
University/
Dean of College of
Electrical and
Computer Engineering,
National Chiao Tung
University/
Chairman of Society for
Information Display/
Professor of DI+DOP,
National Chiao Tung
University/
Researcher of Research
Center, American IBM
T J Watson
Lifetime Chair
Professor of National
Chiao Tung
University/
Independent Director
of Young Optics Inc.
Outside Director of
Silicon Motion
Technology
Corporation/
Independent Director
of Key Ware
Electronics Co., Ltd.
Director U.S.A. GWAA LLC June 20, 2020 3 years June 20,
2020
5,940,047 1.98 4,158,691 1.92 FocalTech Smart
Sensors,Ltd.: Director
Taiwan GWAA LLC
Representative:
Chenming Hu
Male Ph.D. in Electrical
Engineering, University
of California, Berkeley/
Chairman of Celestry
Design Technologies
Inc/
CTO of TSMC
Director of Inphi Inc.
(IPHI)/
Director of Ambarella,
Inc. (AMBA)/
Director of ACM
Research, Inc
(ACMR)/
Adjunct Professor of
University of
California, Berkeley/
Professor of National
Chiao TungUniversity
Director Taiwan Sense
Investment and
Consulting
Inc.(Note 4)
June 20, 2020 3 years June 20,
2020
50,000 0.02
Taiwan Sense
Investment and
Consulting Inc.
Representative:
George Chang
Male MBA Master from
USC/
Bachelor of
Accounting, UC/
Yuanta Investment
Senior Vice President/
Director of Taiwan Citi
Global Securities
CFO of Egis
Independent
Director
Taiwan Chintay Shih Male June 20, 2020 3 years Jan. 5,
2015
Ph.D. in Electrical
Engineering, Princeton
University/
Chairman of the III/
Dean of the Industrial
Technology Research
Institute/
Dean, School of
Science and
Technology
Management, National
Tsinghua University/
Chairman of Asia
Pacific Intellectual
Independent Director
of Vanguard
International
Semiconductor
Corporation/
Independent Director
of Sercomm
Corporation/
Supervisor of TEN
Incubation Corporation

8

Title Nationality
or place of
registration
Name Gender Election Date
(Note 1)
Term of
Office
Initial
Election
Date
Shares at Election Shares at Election Current shareholding Current shareholding Current shareholding
held by spouse &
minor children
Current shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work
experience and
academic qualifications
Position(s) held
concurrently in the
company and/or in any
other company
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Title Name Relation
Property Association/
Chairman of Monte
Jade science &
Technology
Association of Taiwan/
Chairman of Chinese
Institute of Engineers/
Chairman of Taiwan
Semiconductor Industry
Association/
Managing Director of
Taiwan Electrical and
Electronic
Manufacturers'
Association/
Chairman of Chinese
Society for
Management of
Technology/
Chairman of Service
Science Society of
Taiwan/
CEO of Sun Yun-Suan
Foundation/
Professor, School of
Science and
Technology
Management, National
Tsinghua University/
Independent
Director
Taiwan Chan-Jane Lin Female June 20, 2020 3 years Jan. 5,
2015
PhD in Accounting,
University of Maryland/
Acting Dean and
Deputy Dean, School of
Management, National
Taiwan University/
Director of Department
of Accounting, National
Taiwan University/
Director of School of
Professional Education
and Continuing Studies,
National Taiwan
University
Professor, Department
of Accounting,
National Taiwan
University/
Independent Director
of Advantech Co.,
Ltd./
Supervisor of
Securities and Futures
Investors Protection
Center
Independent
Director
Taiwan Chang Xu Male June 20, 2020 3 years June 20,
2020
PhD in Industrial
Engineering, Purdue
University, USA/
Master of Machinery of
New York Institute of
Technology/
Independent Director of
Weihan Industrial Co.,
Ltd./
Director of Shuz Tung
Machinery Industrial
Co., Ltd./
Vice Director of MIRL,
ITRI/
Director of Center for
Measurement
Standards, ITRI/
Managing Supervisor of
Electronics Testing
Center,Taiwan
Supervisor of Mirle
Co., Ltd./
Director of Sanlien
Technology
Foundation/
Managing Director of
Chinese Metrology
Society/
Consultant of Center
for Measurement
Standards, ITRI
Independent
Director

Taiwan
Xuhui Xu Male June 20, 2020 3 years June 20,
2020
Exeutives Program,
Graduate School of
Chairman of Taiwan
Air Cargo Contracting

9

Title Nationality
or place of
registration
Name Gender Election Date
(Note 1)
Term of
Office
Initial
Election
Date
Shares at Election Shares at Election Current shareholding Current shareholding Current shareholding
held by spouse &
minor children
Current shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work
experience and
academic qualifications
Position(s) held
concurrently in the
company and/or in any
other company
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Other officer, directors
or supervisors with a
spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number
of Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Title Name Relation
Business
Administration, NCCU/
Master of Business
Administration, Tulane
University Business
School/
Chairman of Taiwan
Air Cargo Contracting
Co., Ltd./
Director of T3EX
Global Holdings Corp./
Director of GGA Corp./
Supervisor of Central
Taiwan Science Park
Logistics Co., Ltd./
Supervisor of
Worldwide GSA/
Independent Director of
Sanfar PropertyLimited
Co., Ltd./
Director of T3EX
Global Holdings Corp./
Supervisor of Central
Taiwan Science Park
Logistics Co., Ltd./
Supervisor of
Worldwide GSA/
Independent Director
of Sanfar Property
Limited

Note 1: The Company approved Re-election of the 7th Directors at the shareholders' meeting held on June 20, 2020. The term of office of the new directors is from June 20, 2020 to June 19, 2023. Note 2: Since June 21, 2012, the Audit Committee has been responsible for the supervisory duties stipulated in the relevant laws and regulations. Note 3: Where the chairman and the president or person of an equivalent post (the highest-level manager) are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness of, necessity of, and the measures adopted in response thereto.

Note 4: Sense Investment and Consulting Inc. sold out the shares on April 19,2021, so it is no longer a director of the company on April 26, 2021.

10

(1)Major Shareholders of Corporate Shareholders

March 31, 2021

March 31,202 March 31,202
Corporate shareholder Name Major Shareholders of Corporate Shareholders
Name Rate of shareholding
GWAA LLC Genda J. Hu 100%

2. Information on Directors and Supervisors in professional expertise and independence

April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
April 26,2021
Status of independence(Note )
Number of
public
companies
where the
person
holds the
title as
independen
t director

1
2
3
4
5
6
7
8
9
1
0
1
1
1
2
      
0
         
0
          
2
  
     
0
          
0
           
2
           
1
           
0
           
1
Have more than 5 years of
experience and professional Status of independence(Note )
qualifications
An A judge, Have work
instructor public experience
or higher prosecutor, in the area
in a attorney, of
department
certified
commerce,
of public law,
commerce, accountant, finance, or
Conditions
law,
or other accounting Number of
finance, professiona , or public
accounting l or otherwise companies
, or other technical necessary where the
academic specialist for the person
department
who has
business of 1 1 1 holds the

related to passed a the 1 2 3 4 5 6 7 8 9 0 1 2 title as
the national company. independen
Name business examinatio t director
needs of n and been
the awarded a
company certificate
in a public in a
or private profession
junior necessary
college, for the
college, or business of
university. the
company.
Genda Hu 0
James Liao 0
GWAA LLCRepresentative: Han-Ping
Shieh
2
GWAA LLC Representative: ChenmingHu 0
Sense Investment and Consulting In
c.Representative: George Chang(Note 1)
0
ChintayShih 2
Chan-Jane Lin 1
ChangXu 0
Xuhui Xu 1

Note1: Sense Investment and Consulting Inc. sold out the shares on April 19,2021, so it is no longer a director of the company on April 26, 2021. Note2: Check “  ” the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

(1) Not an employee of the Company or any of its affiliates.

(2) Not a director or supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

11

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or designates its representative to serve as a director or supervisor of the company under Article 27(1) or (2) of the Company Act. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (6) Not a director, supervisor or employee of other company such that a majority of the company’s director seats or voting shares are controlled by the same person. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (7) The chairperson, president, or a person holding an equivalent position of the Company is not a director (or governor), supervisor, or employee of other company or institution, or are spouses. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (8) Not a director (or governor), supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (Not applicable in cases where the specified company or institution holds at least twenty percent but not exceeding fifty percent of the total number of issued shares of the Company, and the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

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

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

  • (11) Not a person to whom any conditions defined in Article 30 of the Company Act apply.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

12

(2) Information of President, Executive Vice President, Deputy Executive Vice President, Division Heads, and Branch Heads

April 26, 2021; Unit: share; %

Title
(Note 1)
Nationality Name Gender Election
(Appoint
ment)
Date
Shareholding Shareholding Shareholding
held by spouse &
minor children
Shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work experience
and academic qualifications
(note 2)
Position(s) held concurrently
in the company and/or in any
other company
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of
Shares
Rate of
share-
holding

Number of
Shares
Rate of
share-
holding
Position Name Relation-ship
CEO and
President
U.S.A. Genda Hu Male Jan. 5,
2015
1,232,138 0.57 455,072 0.21 4,158,691 1.92 Ph.D. in Electrical
Engineering, Princeton
University,
IEEE Fellow
Worked at American IBM,
PMC-Sierra,Cypress
Vice President of R & D
and Marketing Department
of TSMC,
Head of ERSO in ITRI,
Secretariat of Taiwan
Semiconductor Industry
Association
CEO, Director, President,
Secretary, Chairman,
Chairman, President of
FocalTech Corporation, Ltd./
CEO, Director, President,
Secretary of FocalTech
Systems, Inc./
CEO, Director, President,
Secretary, Chairman of
FocalTech Systems, Ltd./
Director of FocalTech
Electronics, Ltd./
Chairman of FocalTech
Electronics Co., Ltd./
Executive Director, President,
CEO of FocalTech Systems
(Shenzhen) Co., Ltd./
Executive Director, President
of FocalTech Electronics
(Shenzhen) Co., Ltd./
Executive Director, President
of FocalTech Electronics
(Shanghai) Co., Ltd./
Executive Director, President
of FocalTech Electronics
(Shanghai) Co., Ltd. Beijing
Branch
No suitable candidate has been appointed
to the position of president of the
Company. The Company has assigned a
number of executive vice presidents to
assist in the management of the Company.
The Board of Directors includes four
independent directors, who constitute half
of the Board. Two of these directors are
employees or managerial officers.
Therefore, the Chairman and the President
are the same person, which does not affect
the operations or decision making of the
Company.
Executive
Vice
President
Taiwan Jui-Cheng
Hsu
Male Feb. 1,
2021
140,205 0.06 Master of Electrical
Engineering, NTHU
Manager of Sunplus
Technology Co., Ltd./
Deputy Executive Vice
President of Sunshine
Sports Tech Co.,Ltd.
FocalTech Smart Sensors,
Ltd.: Director (Designated
representative of FocalTech
Systems Co., Ltd. )
Director of Vitrio Technology
Corporation
Executive
Vice
President
China Ching-Kai
Chang
Male Jan. 5,
2015
282,365 0.13 Master of Microelectronics
and Solid State Electronics,
Peking University
Executive vice president of
FocalTech Electronics
(Shenzhen) Co., Ltd./
FocalTech
Smart
Sensors,
Ltd.:
Director(Designated
representative of FocalTech
Electronics Co.,Ltd.)

Executive
Vice
President
China Wei-Ching
Hou
Male Apr. 16,
2015
303,528 0.14 Bachelor of Radio
Technology, Chongqing
University/
Manager of iSolution
Technologies Ltd.
(Shenzhen)
Executive vice president of
FocalTech Electronics
(Shenzhen) Co., Ltd./
Chairman and President of
Hefei PineTech Electronics
Co.,Ltd.
Executive
Vice
President
China Hsiao-Hsu
Tu
Male Apr. 11,
2016
494,058 0.234 Master, School of
Computer Science &
Technology, Huazhong
University of Science and
Technology/
Deputy Technical Manager
of MediaTek Inc.
(Shenzhen)
Executive vice president of
FocalTech Electronics
(Shenzhen) Co., Ltd./
Executive
Vice
President
Taiwan He-Nien
Yang
Male May 15,
2017
149,298 0.07 Institute of
Communications
Engineering, National
Chiao Tung University/
R&D Engineer of VIA
None

13

Title
(Note 1)
Nationality Name Gender Election
(Appoint
ment)
Date
Shareholding Shareholding Shareholding
held by spouse &
minor children
Shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work experience
and academic qualifications
(note 2)
Position(s) held concurrently
in the company and/or in any
other company
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of
Shares
Rate of
share-
holding

Number of
Shares
Rate of
share-
holding
Position Name Relation-ship
Technologies, Inc./
R&D Engineer of Novatek
Microelectronics Corp./
Director of Sunshine Sports
Tech Co.,Ltd.
Executive
Vice
President
Taiwan Sung-Tsan
Chiang
Male Oct. 8,
2020
64,000
0.03

Master of Material
Science , NTHU
President of Socle
Technology Corp.
Director of ANPEC
ELECTRONICS
CORPORATION
Director of AOS Alpha &
Omega Semiconductor
None
Executive
Vice
President
Taiwan Pei-Tzu Wu Male Aug. 1,
2018
154,514
0.07

Master, Institute of Mining,
Metallurgy and Materials
Science, National Cheng
Kung University/
EMBA of National Chiao
Tung University/
Deputy Executive Vice
President of Cheertek Inc./
Deputy Executive Vice
President of ILITEK/
Senior Manager of TSMC/
Executive vice presidents of
Generalplus Technology
Inc.
President of Ou Sheng
Technology Company/
Executive Director of Pei
Feng Management and
Consulting Company/
President of Chengxin Care
Association/
Consultant of Venture and
Innovation Program, National
Chiao Tung University
FocalTech Smart Sensors,
Ltd.: Director (Designated
representative of GWAA
LLC)
Director of Vitrio Technology
Corporation
Business
Executive
Vice
President
China Ching-Suo
Wang
Jan. 5,
2015
168,919
0.08

Santa Clara University,
EMBA/
Business Deputy Executive
Vice President, China Area,
Cypress Semiconductor
Corporation
Business
Executive
Vice
President
of
FocalTech
Electronics (Shenzhen) Co.,
Ltd./



Male
Business
Executive
Vice
President
China Lien-Kuo
Wang
Male Apr. 1,
2017
161,018
0.07

Business Administration,
International Business
School, Peking
Business Executive Vice
President of FocalTech
Electronics (Shenzhen) Co.,
Ltd./
Director and Executive vice
president of Hefei PineTech
Electronics Co.,Ltd.
Business
Assistant
Executive
Vice
President
China Te-Chih
Kung
Male Mar. 18,
2019
148,620
0.07

Beijing Institute of Finance
and Commerce
Management/
Sales Director of Mobile
semi/
Senior Sales Manager,
Huabei Area, Chipnuts
TechnologyInc.
Business Assistant Executive
Vice President of FocalTech
Systems (Shenzhen) Co., Ltd.
Senior
Deputy
Executive
Vice
President
Taiwan Ching-Hsing
Chang
Male Feb. 8,
2021
100,000
0.05

Bachelor of Department of
Electronic Engineering,
Southern Taiwan
University/
Senior Business Manager of
Solomon Technology
Corporation
None
Deputy
Executive
Vice
President
Taiwan Chun-Fu
Wang
Male Sep. 1,
2014
98,202
0.05

21,207

0.01

Master of Electrical
Engineering, NTHU
Senior Director of
HannStar® Display
Corporation
None
Deputy
Executive
Taiwan Po-Sheng
Shih
Male Jan. 16,
2021
59,104
0.03

Ph. D. in Electronics
Engineering,National
None

14

Title
(Note 1)
Nationality Name Gender Election
(Appoint
ment)
Date
Shareholding Shareholding Shareholding
held by spouse &
minor children
Shareholding
held by spouse &
minor children
Shareholding held
through nominees
Shareholding held
through nominees
Principal work experience
and academic qualifications
(note 2)
Position(s) held concurrently
in the company and/or in any
other company
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Manager with a spousal or other 2nd
degree of kinship
Remark
(Note 3)
Number of
Shares
Rate of
share-
holding
Number
of
Shares
Rate of
share-
holding

Number of
Shares
Rate of
share-
holding
Position Name Relation-ship
Vice
President
Chiao Tung University/
Director of HannStar®
Display Corporation/
Director of Innolux
Corporation/
Executive vice president of
CNTouch Inc.
Deputy
Executive
Vice
President
Taiwan Cheng-Tao
Chuang
Male Dec. 13,
2017
83,712 0.04 Master, Institute of
Environmental Engineering,
National San Ya-sen
University/
Mater, EMBA, National
Chiao Tung University/
Deputy Manager of AUO/
Plant Manager of Innolux
Corporation/
Direcotor of Japan Display
Inc.
Deputy Director, Display
TechnologyCenter,ITRI
None
Corporate
governance
officer
Taiwan Li-Hsin Yang Male Nov. 6,
2020
65,505 0.03 805 Ph. D in Institute of Human
Resource Management,
NSYSU/
President, Taiwan VTRON/
President, Arima Display
Corporation/
Executive vice president of
Operations, CPT
Technology Co., Ltd.
(Fuzhou); Director and
President of Chunghwa
Picture Tubes,Ltd.
None
CFO Taiwan James Liao Male Jan. 5,
2015
673,528 0.31 MBA of NTU
Financial Manager of
MediaTek
Director of FocalTech
Electronics Co., Ltd./
Director of Hefei PineTech
Electronics Co., Ltd./
Chairman and CEO of
FocalTech Smart Sensors Co.,
Ltd./
FocalTech Smart Sensors,
Ltd.: Director/
Supervisor of Vitrio
TechnologyCorporation

Note 1: Information on the president, executive vice president, deputy executive vice president, department and branch heads, and anyone whose position is equivalent to that of a president, executive vice president, or deputy executive vice president shall also be disclosed regardless of titles.

Note 2: As for experience relevant to the current position, the title and responsibilities for work experience at a certified public accounting firm or an affiliated company preceding the current position shall be specified.

Note 3: Where the chairman and the president or person of an equivalent post (the highest-level manager) are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness of, necessity of, and the measures adopted in response thereto

15

(3) Remuneration paid during the most recent year to directors, supervisors, president and executive vice presidents

  • 1.Remuneration to general directors and independent directors

2020; Unit: NT$ thousand; thousand shares; %

Title Name Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors The sum of A, B, C and
D in proportion to net
profit after tax
The sum of A, B, C and
D in proportion to net
profit after tax
Remuneration to the capacityas Remuneration to the capacityas Remuneration to the capacityas Remuneration to the capacityas employees employees employees employees The sum of A, B, C, D,
E, F and G in proportion
to net profit after tax
The sum of A, B, C, D,
E, F and G in proportion
to net profit after tax

Remuner-
ation
received
from an
invested
company
other than
the
company’s
subsidiary
or parent
company
Remuneration (A) Pension(B) Remuneration to
directors (C)
(Note 1)
Professional fees(D) Salaries, bonus and
special disbursement(E)

Pension (F)
Remuneration to
employees (G)
(note 2)
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned in
the financial
statements

The
Company
All
companies
mentioned
in the
financial
statements
Cash Stock Cash Stock
Chairman Genda Hu 90 90 0.01% 0.01% 10,320 11,617 1,262 1,262 1.15% 1.28% None
General
Director
James Liao 90 90 0.01% 0.01% 8,719 8,719 108 108 802 802 0.96% 0.96% None
General
Director
GWAA LLC 960 960 909 909 90 90 0.19% 0.19% 0.19% 0.19% None
Designated
representative:
Han-PingShieh
General
Director
Maxbase Holdings
Limited
352 352 314 314 20 20 0.07% 0.07% 0.07% 0.07% None
Representative: Yen
Shen
Independent
Director

Chintay Shih
960 960 1,387 1,387 120 120 0.24% 0.24% 0.24% 0.24% None
Independent
Director

Chan-Jane Lin
960 960 1,387 1,387 150 150 0.25% 0.25% 0.25% 0.25% None
Independent
Director

Linshan Lee
453 453 631 631 50 50 0.11% 0.11% 0.11% 0.11% None
Independent
Director

Nengmou Tu
453 453 513 513 50 50 0.10% 0.10% 0.10% 0.10% None
General
Director
GWAA LLC 509 509 458 458 30 30 0.10% 0.10% 0.10% 0.10% None
Designated
Representative:
ChenmingHu
General
Director
Sense Investment and
ConsultingInc.
509 509 482 482 40 40 0.10% 0.10% 0.10% 0.10%
Designated
Representative:
George Chang
Independent
Director

Xuhui Xu
509 509 579 579 60 60 0.11% 0.11% 0.11% 0.11%
Independent
Director

Chang Xu
509 509 555 555 50 50 0.11% 0.11% 0.11% 0.11%
1. Specify the policy, system, standard and structure for remuneration of independent directors, and the relationship between the remuneration amount and their respo nsibilities, risks, and time commitments:
The remuneration of the Company’s independent directors is determined in accordance with the Rules for Setting Director Remuneration, as approved by the Board of Directors. The remuneration is divided into three pa rts: Remuneration, business
execution expenses, and compensation. Remuneration and business execution expenses are paid in accorda nce with the Rules formulated; compensation is paid in accordance with the Articles of Incorporation, and is based on the eva luation results
of each director’s performance.
The duties of independent directors are to assist the Board of Directors in performing and supervising the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and inter nal control systems. The Company’s
independent directors discuss Company proposals appropriately based on the virtue of their dutie s and expertise. Their remuneration is directly related to their meeting attendance status, training status, and performance evaluation.
2. Except as disclosed in the table above,remuneration received bythe Company’s directors for services rendered to al l companies included in the financial statements(e.g.,as consultants to non-employees)in the lastyear: None.
  1. Specify the policy, system, standard and structure for remuneration of independent directors, and the relationship between the remuneration amount and their respo nsibilities, risks, and time commitments: The remuneration of the Company’s independent directors is determined in accordance with the Rules for Setting Director Remuneration, as approved by the Board of Directors. The remuneration is divided into three pa rts: Remuneration, business execution expenses, and compensation. Remuneration and business execution expenses are paid in accorda nce with the Rules formulated; compensation is paid in accordance with the Articles of Incorporation, and is based on the eva luation results of each director’s performance. The duties of independent directors are to assist the Board of Directors in performing and supervising the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and inter nal control systems. The Company’s independent directors discuss Company proposals appropriately based on the virtue of their dutie s and expertise. Their remuneration is directly related to their meeting attendance status, training status, and performance evaluation. 2. Except as disclosed in the table above, remuneration received by the Company’s directors for services rendered to al l companies included in the financial statements (e.g., as consultants to non-employees) in the last year: None.

Notes 1 and 2: On February 4, 2021, the Board of Directors approved the distribution of employee compensation and director compensation for 2020 in the amounts of NT$123,450,000 and NT$7,214,000, respectively, all in cash.

  1. Supervisor remuneration: Since June 21, 2012, the Audit Committee has been responsible for the supervisory duties stipulated in the relevant laws and regulations.

16

3. President’s and Executive Vice Presidents’ Remuneration

2020; Unit: NT$ thousand; thousand shares; %

Title Name Salaries
(A)
Salaries
(A)
Pension(B) Pension(B) Bonus and special
disbursement (C)
Bonus and special
disbursement (C)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
The sum of A, B, C
and D in proportion
to net profit after tax
(%)
The sum of A, B, C
and D in proportion
to net profit after tax
(%)
Remuneration
received from
an invested
company other
than the
company’s
subsidiary or
parent
company
The
Company
All
companies
mentioned in
the financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned in
the financial
statements
The Company All companies mentioned
in the financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
Cash Stock Cash Stock
CEO and
President
Genda Hu 5,842 7,139 - - 4,568 4,568 1,262 - 1,262 - 1.15% 1.28% None
CFO James Liao 5,204 5,204 108 108 3,606 3,606 802 - 802 - 0.96% 0.96% None
Executive
Vice
President
Chien-kuo
Wang(Note3)
4,109 4,109 108 108 631 631 710 - 710 - 0.55% 0.55% None
Executive
Vice
President
Pei-Tzu Wu 4,680 4,680 108 108 990 990 769 - 769 - 0.65% 0.65% None
Executive
Vice
President
He-Nien
Yang
4,844 4,844 108 108 2,889 2,889 684 - 684 - 0.84% 0.84% None
Executive
Vice
President
Sung-Tsan
Chiang(Note
2)
1,200 1,200 27 27 809 809 600 - 600 - 0.26% 0.26% None
Executive
Vice
President
Hsiao-Hsu
Tu
- 5,035 - - - - - - - - - 0.76% None
Executive
Vice
President
Ching-Kai
Chang
- 4,343 - - - - - - - - - 0.56% None
Executive
Vice
President
Wei-Ching
Hou
- 3,364 - - - - - - - - - 0.57% None

Note 1: On February 4, 2021, the Board of Directors approved the distribution of employee compensation and director compensation for 2020 in the amount of NT$123,450 thousand and NT$7,214 thousand respectively, all in cash.

Note 2 : Took office October 8, 2020.

Note 3 : Date discharged: February 8,2021.

17

4. Remuneration paid to each of its top five management personnel for the company listed on the TWSE or the TPEx

2020; Unit: NT$ thousand; thousand shares; %

Title Name Salaries
(A)
Salaries
(A)
Pension(B) Pension(B) Bonus and special
disbursement (C)
Bonus and special
disbursement (C)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
Remuneration to the employees (D)
(Note 1)
The sum of A, B, C
and D in proportion
to net profit after tax
(%)
The sum of A, B, C
and D in proportion
to net profit after tax
(%)
Remuneration
received from
an invested
company
other than the
company’s
subsidiary or
parent
company
The
Company
All
companies
mentioned in
the financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The Company All companies mentioned
in the financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
Cash Stock Cash Stock
CEO and
President
Genda Hu 5,842 7,139 - - 4,568 4,568 1,262 - 1,262 - 1.15% 1.28% None
CFO James Liao 5,204 5,204 108 108 3,606 3,606 802 - 802 - 0.96% 0.96% None
Executive
Vice President
He-Nien
Yang
4,844 4,844 108 108 2,889 2,889 684 - 684 - 0.84% 0.84% None
Executive
Vice President
Hsiao-Hsu
Tu
- 5,035 - - - - - - - - - 0.76% None
Executive
Vice President
Pei-Tzu Wu
4,680
4,680 108 108 990 990 769 - 769 - 0.65% 0.65% None

Note 1: On February 4, 2021, the Board of Directors approved the distribution of employee compensation for 2020 in the amounts of NT$123,450 thousand , all in cash

18

  1. Names of and distribution to managerial officers distributing employee compensation On February 4, 2021, the Board of Directors approved the distribution of employee compensation for 2020 in the amount of NT$123,450 thousand, all in cash.

2020; Unit: NT$ thousand; %

Title Name Stock Cash Total Proportion of
total to net
profit after tax
(%)
Managerial
personnel
CEO and President Genda Hu - 4,976 4,976 0.49%
Executive Vice
President
Sung-Tsan Chiang
Executive Vice
President
Ching-Kai Chang
Executive Vice
President
Wei-Ching Hou
Executive Vice
President
Hsiao-Hsu Tu
Executive Vice
President
He-Nien Yang
Executive Vice
President
Chien-kuo Wang
Executive Vice
President
Pei-Tzu Wu
Business Executive
Vice President
Ching-Suo Wang
Business Executive
Vice President
Lien-Kuo Wang
Business Assistant
Executive Vice
President
Te-Chih Kung
Deputy Executive
Vice President
Chun-Fu Wang
Deputy Executive
Vice President
Po-Sheng Shih
Deputy Executive
Vice President
Cheng-Tao Chuang
Corporate
governance officer
Li-Hsin Yang
CFO James Liao

(4) Separate comparison and description of total remuneration, as a proportion of net profit stated in the parent company only financial reports or individual financial reports, as paid by the Company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, presidents, and executive vice presidents, and analysis and description of remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.

  1. The proportion of net profit stated in the parent company only financial reports or individual financial reports, as paid by the Company and by each other company included in the

19

consolidated financial statements during the past 2 fiscal years to directors, supervisors, presidents, and executive vice presidents:

Item 2020 2020 2019 2019
Individual
remuneration
%
Consolidated
remuneration
%
Individual
remuneration
%
Consolidated
remuneration
%
Director remuneration(Note 1) 3.50% 3.63% -13.52% -13.98%
Supervisor remuneration(Note 2)
Presidents/executive vice
presidents remuneration(Note 3)
4.41% 6.43% -24.27% -33.26%

Note 1: Includes remuneration received by directors who are also Company employees. Note 2: Since June 21, 2012, the Audit Committee has been responsible for the supervisory duties stipulated in the relevant laws and regulations.

Note 3: Includes remuneration received by presidents/executive vice presidents who are also Company directors

  1. Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

The policy and standard for director remuneration distribution are based on the Company’s Articles of Incorporation, and the remuneration, business execution expenses and compensation are calculated in accordance with the Company’s Rules for Setting Director Remuneration. Director compensation is adjusted according to the results of their performance evaluations, including “Participation in Company Operations” and “Election and Continuing Education of Directors”. In addition to the policy and standard for manager remuneration (which are based on industry standards), performance evaluations include profitability and capability in building long-term Company growth, such as new products, new technologies, team building, etc.; the amount of remuneration distributed is positively correlated to respective operational performance. Director and manager remuneration are evaluated by the Remuneration Committee and recommended to the Board of Directors. The Company also takes into account the growth of the industry, the Company’s expansion policy, and cash flow in the coming years when granting remuneration to the aforementioned personnel, so that the Company has sufficient funds to meet the uncertainty of operational risks.

20

2020

3. Implementation of Corporate Governance

(1) The function of the Board

A total of 7 (A) board meetings were held in the past year. Director attendance is as follows:

2020
Title Name Actual
number of
attendance
(B)


Attend
through
proxy
Attendance
rate
(B/A)(%)
Remarks
Chairman Genda Hu 7 0 100% Re-election
Date re-elected: June 20, 2020
Director James Liao 7 0 100%
Director GWAA LLC
Designated
Representative:
Han-PingShieh
7 0 100%
Director GWAA LLC
Designated
Representative:
ChenmingHu
3 1 75% Date newly assumed: June 20,
2020
Director Sense Investment and
Consulting Inc.
Designated
Representative:
George Chang

4
0 100%
Director Maxbase Holdings
Limited
Representative:
Yen Chen
2 0 67% Date discharged: May 12, 2020
Independent Director ChintayShih 6 1 86% Re-election
Date re-elected: June 20,2020
Independent Director Chan-Jane Lin 7 0 100%
Independent Director ChangXu 3 1 75% Date newly assumed: June 20,
2020
Independent Director Xuhui Xu 4 0 100%
Independent Director Linshan Lee 2 1 67% Date discharged: June 20, 2020
Independent Director Nengmou Tu 3 0 100%
Other matters to be noted:
1. If any of the following is applied to the operation of the Board, specify the date and the session, the content of
the motions, the opinions of all Independent Directors, and how the Company handled the opinions of the
Independent Directors:
(1) Items listed in Article 14-3 of the Securities and Exchange Act: The Company has set up an Audit
Committee; refer to the Securities and Exchange Act Article 14-5 matters listed in Audit Committee
Operations (1).
(2) Except for the aforementioned matters, the resolutions reached by the Board of Directors with the
objections or reservations of the independent directors documented or declared in writing: None
2. Situations where the directors have personal interest conflicts to the proposal and are required to recuse
themselves: Directors recused themselves from participating in the discussion and voting on their remuneration,
bonuses, transfer of treasury stock, and Company credit lines of subsidiaries that are not one hundred percent
owned by them.
3. Implementation status of Evaluation of the Board of Directors: Refer to table (1)-1 for details.
4. The objective for fortifying the function of the Board in the current period and the most recent period (e.g. the
establishment of the Auditing Committee, and the upgrade of transparency in information) and the evaluation
of the state of accomplishment:

21

Title Name Actual
number of
attendance
(B)


Attend
through
proxy
Attendance
rate
(B/A)(%)
Remarks
(1) Four of the nine directors of the Company are independent directors, accounting for 44% of all directors.
The Board of Directors has authorized the establishment of an Audit Committee and a Remuneration
Committee, both of which are composed of independent directors.
(2) During the year, a corporate governance officer was established as the top corporate governance manager,
in order to assist the Board in fulfillingits functional objectives.

(1)-1 Implementation status of Evaluation of the Board of Directors

Evaluation
Cycle
Evaluation
Period
Evaluation
Scope
Evaluation
Method
Evaluation items
Annually Jan. 1, 2020
- Dec. 31,
2020
Members of
the Board of
Directors,
functional
committees,
and
individual
directors

Internal
self-evaluation by
the Board of
Directors and
functional
committees;
self-evaluation by
individual
directors
(1) Board of Directors performance evaluations:
Participation in the Company’s operations;
improvement of the quality of board decisions,
board composition, and structure; election and
continuing education of directors; and internal
controls.
(2) Board members’ performance self-evaluations:
Alignment with the Company’s goals and missions;
awareness of the duties of a director; participation in
the Company’s operations; management of internal
relationships and communications; directors’
professionalism and continuing education; and
internal controls.
(3) Audit Committee performance evaluations:
Participation in the Company’s operations;
awareness of audit committee duties; improvement
of quality in audit committee decisions; makeup of
the audit committee and election of its members;
and internal controls.
(4) Remuneration Committee performance
evaluations:
Participation in the Company’s operations;
awareness of Remuneration Committee duties;
improvement of quality in Remuneration Committee
decisions; makeup of the Remuneration Committee
and election of its members;and internal controls.

22

(2) The function of Audit Committee

A total of 4 (A) Audit Committee meetings were held in the past year. The attendance of independent directors is as follows:

2020

2020 2020
Title Name Actual
number of
attendance
(B)
Attend
through
proxy
Attendance rate (%)
(B/A)(Note )
Remarks
Independent
Director
Chintay Shih
3
1 75%
Re-election
Date of Re-election : June 20, 2020
Independent
Director
Chan-Jane
Lin
4 0
100%
Independent
Director
Chang Xu 2 0 100%
Date newly assumed: June 20, 2020
Independent
Director
Xuhui Xu 2 0
100%
Independent
Director
Linshan Lee 1 1 50%
Date discharged: June 20, 2020
Independent
Director
Nengmou
Tu
2 0
100%
Other matters to be noted:
1.
Annual highlights of the Company’s Audit Committee:
(1) The purpose of the Audit Committee is to assist the Board of Directors in upholding quality and integrity in
overseeing the Company’s implementation of accounting, auditing, financial reporting processes, and
financial controls. The Committee’s primary purpose is to oversee the following matters:
(1) The Company’s financial statements is presented properly.
(2) The hiring (dismissal), independence, and performance of the CPAs (certified public accountants).
(3) Effective implementation of the Company’s internal controls.
(4) The Company’s compliance with relevant laws and regulations.
(5) Management of the Company’s existing and potential risks.
(2) The Company’s Audit Committee consists of all independent directors, and at least one meeting is held every
quarter.
(3) The CPAs explain the impact of the audit status, revision of Statement of Financial Accounting Standards
(SFAS), and internal control issues on the Company to independent directors on a no less than quarterly basis
at the Audit Committee meeting.
(4) In addition to sending audit reports to independent directors for review on a regular basis, the audit unit
communicates with independent directors and provides explanation to them on a no less than quarterly basis
at the Audit Committee meeting.
2. For the operation of the Audit Committee in any of the following circumstances, please specify the date, term,
the contents of the proposals, the resolution of the Audit Committee, and the process of the opinions proposed
by the Audit Committee:
(1)The content ofthe particularsinscribedin Article14-5 ofthe Securities andExchangeAct:
Board
Meeting
Proposal and Subsequent Handling
Securities and
Exchange Act
Article 14-5
matters
Resolutions not
approved by the Audit
Committee but
approved by at least
2/3 of all directors
The 16th
Board
1. 2019 Financial Statement.
V
2. Evaluation of CPAs’ reappointment and independence.
V
Board
Meeting
Proposal and Subsequent Handling Securities and
Exchange Act
Article 14-5
matters
Resolutions not
approved by the Audit
Committee but
approved by at least
2/3 of all directors
The 16th 1. 2019 Financial Statement. V
Board 2. Evaluation of CPAs’ reappointment and independence. V

23

Meeting of 3. 2019 Statement of Internal Control. V
the 6th Term
Feb 7, 2020
Audit Committee resolution: Approved (as proposed) by all Audit Committee members who
attended the meeting.
Company handling of Audit Committee opinion: Approved (as proposed) by all directors who
attended the meeting.
1.2020 Q1 FinancialStatement.
The 18th 2.Theloanof fundsfromsubsidiaries to the Company. V
Bd
oar Audit Committee resolution: Approved (as proposed) by all Audit Committee members who
Meeting of
attended the meeting.
the 6th Term
Company handling of Audit Committee opinion: Approved (as proposed) by all directors who
May 8, 2020
attended the meeting.
1. 2020Q2 Financial Statement. V
2. 2020 Audit Fee. V
Th 2d
e n 3. Company endorsement and guarantee of its subsidiaries’
Board
V
credit facilities with Company.
Meeting of
Audit Committee resolution: Approved (as proposed) by all Audit Committee members who
the 7th Term
attended the meeting.
Aug 7, 2020
Company handling of Audit Committee opinion: Approved (as proposed) by all directors who
attended the meeting.
1. The Company’s endorsement and guarantee of its
V
subsidiaries’ Companycredit lines.
The 4th Board
2. The Company’s endorsement and guarantee of wafer
V
Meeting of procurement for its subsidiaries.
the 7th Term Audit Committee resolution: Approved (as proposed) by all Audit Committee members who
Nov 6, 2020 attended the meeting.
Company handling of Audit Committee opinion: Approved (as proposed) by all directors who
attended the meeting.
1. 2020 Financial Statement. V
2. Evaluation of CPAs’ reappointment and independence. V
The 5th Board
3. 2020 Statement of Internal Control. V
Meeting of
Audit Committee resolution: Approved (as proposed) by all Audit Committee members who
the 7th Term
attended the meeting.
Feb 4 2021
, Company handling of Audit Committee opinion: Approved (as proposed) by all directors who
attended themeeting.

24

communication with the Chief Internal Auditor ispositive.
Date of meeting
Communication item
Feb. 7, 2020
1. Report on 2019Q4 internal control deficiencies
2. Report on 2019Statement of Internal Control
May8,2020
Report on 2020Q1 internal control deficiencies
Aug. 7,2020
Report on 2020Q2 internal control deficiencies
Nov. 6, 2020
1. Report on 2020Q3 internal control deficiencies
2. 2021 Audit Plan
communication with the Chief Internal Auditor ispositive.
Date of meeting
Communication item
Feb. 7, 2020
1. Report on 2019Q4 internal control deficiencies
2. Report on 2019Statement of Internal Control
May8,2020
Report on 2020Q1 internal control deficiencies
Aug. 7,2020
Report on 2020Q2 internal control deficiencies
Nov. 6, 2020
1. Report on 2020Q3 internal control deficiencies
2. 2021 Audit Plan
communication with the Chief Internal Auditor ispositive.
Date of meeting
Communication item
Feb. 7, 2020
1. Report on 2019Q4 internal control deficiencies
2. Report on 2019Statement of Internal Control
May8,2020
Report on 2020Q1 internal control deficiencies
Aug. 7,2020
Report on 2020Q2 internal control deficiencies
Nov. 6, 2020
1. Report on 2020Q3 internal control deficiencies
2. 2021 Audit Plan
Date of meeting Communication item Opinion of indendent director
1. Report on 2019Q4 internal control deficiencies Agree and no objection
Feb 7 2020
. , 2. Report on 2019Statement of Internal Control Agree and no objection
May8,2020 Report on 2020Q1 internal control deficiencies Agree and no objection
Aug. 7,2020 Report on 2020Q2 internal control deficiencies Agree and no objection
1. Report on 2020Q3 internal control deficiencies
6 2020 Agree and no objection
Nov. , 2. 2021 Audit Plan
  • (2) CPAs attend the Audit Committee meeting on a quarterly basis to report on auditing status and legally-mandated matters of note. Members of the Audit Committee may communicate with the CPAs at any time if they have any questions about financial and business conditions, and may direct the Company’s relevant units to conduct reviews and improvements.
Date of meeting Communication item Opinion of indendent director
Feb. 7,2020 Discussion of important issues Agree and no objection
May8,2020 Discussion of important issues Agree and no objection
Aug. 7,2020 Discussion of important issues Agree and no objection
1. Discussion of important issues
Nov. 6, 2020 Agree and no objection
2. Discussion of keyexamination findings

25

(3) Status of Corporate Governance as required for company, and any nonconformity to the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof

Implementation Status Implementation Status Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
1. Has the Company established The Company has set up Corporate Governance Best
and disclosed its corporate Practice Principles, which are disclosed on both the
governance practices based Company’s website and the Market Observation Post System
on the Corporate Governance (MOPS) in accordance with the requirements. None
Best Practice Principles for
TWSE/GTSM Listed
Companies?
2. Equity structure and
shareholders’ equity
(1) Has the Company instituted (1) The Company has assigned dedicated staff and set up
an internal procedure for an e-mail address to properly handle shareholders’
handling suggestions, suggestions, questions, and disputes.
questions, disputes of the
shareholders and legal
actions, and comply with the
procedure properly?
(2) Has the Company kept track (2) The Company keeps track of the shareholding status of
on the major shareholders directors, managerial officers and major shareholders
roster of the Company and holding 10% or more of the shares.
the parties controlling these
shareholders?
None
(3) Has the Company
(3) The Company has established a risk control mechanism
established and implemented by formulating various management rules and
the risk control mechanism regulations for transactions with affiliated companies.
and firewall between the
corporate headquarters and
the affiliates?
(4) Has the company adopted (4) To maintain the fairness of transactions in the security

internal rules prohibiting

exchange market, the Company has established the
company insiders from Operation Procedures for Internal Material Information
trading securities using Disclosure and Prevention of Insider Trading, in
information not disclosed to accordance with the competent authorities’ relevant
the market? regulations.

26

Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
3. Composition and (1) Article 20 of the Company’s Corporate Governance
Responsibilities of the Board
Best Practice Principles (Required Competence of the
of Directors
Board of Directors as a Whole) stipulates that the
(1) Has the Board established a
election of the Board of Directors takes into account the
diversity policy for the knowledge, skills, qualities, and gender equality
composition of its members
required to perform their duties. The current Board
and implemented it
consists of 9 members:
accordingly? 1. There is one female director, accounting for 11.11%

of all directors, and eight male directors, accounting


for 88.89% of all directors.
2. 22% of the directors are employees of the

Company, and 44.44% are independent directors.

Of the four independent directors, two have 6 years

of service, with the other two being newly

appointed this year. Of the nine directors, three are
None

over 70 years old, three are 60-69 years old, and the

other three are 40-50 years old.

3. In addition to the Taiwanese directors, there are two
American directors, who have brought

multinational culture to the team.
4. The Board is composed of members with

industrial and academic backgrounds. Four of the

members are from the Department of Electrical

Engineering, Princeton University; Department of

Electrical Engineering and Computer Sciences,

University of California, Berkeley; Department of

Electrical and Computer Engineering, Carnegie

Mellon University; and the University of Southern

California MBA program, respectively. One

member comes from the Department of Business

Administration, National Taiwan University.

5. The independent directors possess professional

backgrounds, skills, and industry experience. Two

of the directors are from the Department of

Electrical Engineering, Princeton University, and

the School of Industrial Engineering, Purdue

University, respectively. The other two directors are

from the Accounting program at the University of

Maryland, and the Business Administration

program at Freeman School of Business, Tulane

University.

6. The diversity policy of the Board of Directors is

summarized below and is disclosed on the

Company’s website:

27

Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
Core for
diversification
Gd Business
Leadership
and
Industrial International Crisis
Financial
Name of
Director
ener manage-
ment
Decision-
making
knowledge
market view
manag-
ement
Accounting
Genda Hu Male v v v v v
James Liao Male v v v v v v
GWAALLC
Designated
Male v v v v v
Representative:
Han-PingShieh
GWAALLC
Designated
Representative:
ChenmingHu
Male v v v v v
Sense
Investment and
Consulting Inc. Male v v v v v v
Representative: No other functional
George Chang
Chintay Shih Male v v v v v committees have
Chan-Jane Lin Female v v v v v v currently been
Chang Xu Male v v v v v established
Xuhui Xu Male v v v v v
7. It is estimated that the number of female board
None
members will be increased to one-fourth in the
future.
(2) Further to the establishment
(2) The Company has the Remuneration Committee and
of the Remuneration
the Audit Committee in accordance with the law, and
Committee and the Auditing
has not established any other functional committees.
Committee, has the Company
voluntarily established other
functional committees?
(3) Has the Company

established a methodology
(3) The Company conducts annual self-evaluation of the
Board’s performance in accordance with the Board of None
for evaluating the
Directors Rules for Self-evaluation and Peer Evaluation.
performance of its Board of
In addition, performance self-evaluation questionnaires
Directors, performed
are given to all members of the Board of Directors each
evaluations on an annual
year. Refer to (1)-1 Board of Directors’ Evaluation
basis, submitted the results of
under III. Corporate Governance Operations for the
the performance evaluation to
sections evaluated:
the Board, and used such as a
The 2020 Annual Self-evaluation Questionnaire
reference for individual
consisted of 41 questions in five major sections. Each
director remuneration and
director evaluated the Board’s overall operation
renomination?
performance based on the 41 questions in the
questionnaire, on a scale of 5 to 1. Evaluation results
were all excellent (grade 4) or above.
The results of the performance evaluations from
Directors’ Participation in the Company’s Operations,
Elections, and Continuing Education are positively
correlated with director compensation.

28

Implementation Status Implementation Status Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
(4) Has the Company evaluated (4) The Company evaluates the independence of the
the independence of the appointed CPAs on an annual basis, in accordance with
commissioned certified Article 29 of the Corporate Governance Best Practice
public accountants regularly? Principles. The evaluation results were reported to the

Audit Committee and the Board of Directors on
February 4, 2021. In addition, the Board of Directors
formulated the evaluations for CPAs’ independence (as
listed in the table below) with reference to Article 47 of
the Certified Public Accountant Act and the evaluations
stated in No. 10, “Integrity, Objectivity and
Independence”, from the Bulletin on Norms for
Certified Public Accountant Professional Ethics in the
Republic of China, and completed the Report on
Independence Evaluation for Certified Public
Accountants Lilac Shue and Chih-Ming Shao, the
Deloitte & Touche CPAs appointed by the Company.
After referring to the Statement of Certified Public
Accountant Independence issued by the CPAs, the
results were approved by all Directors in attendance at
the meeting.
Standards for Evaluating CPAs’ Independence and
Competence
Compliance
Point of evaluation Result with CPA
Independence
1. CPA is employed by the Company to
perform regular work receives a fixed salary No Yes
or serves as a director or supervisor.
2. CPA who once served as a director,
supervisor, managerial officer, or officer of
the Company has significant influence on No Yes
the certification of documents/statements
and has been dismissed for less than 2years.
3. The accounting firm and the Company are
No Yes
affiliates.
4. CPA and Company responsible
person/managerial officer are spouses, or
No Yes
relatives within the second degree of
kinship.
5. CPA, their spouse, or minor children
has/have an investment or benefit-sharing No Yes
relationshipwith the Company.
6. CPA, their spouse, or minor child has/have
No Yes
fund lendingwith the Company.
7. CPA has been continuously appointed to
No Yes
provide certification services for 7years.
8. The Company does not acquire the
Statement of Independence issued by the No Yes
CPA annually.
9. CPA has not been subject to disciplinary
action by the competent authorities and the No Yes
CPA Associations R.O.C. (Taiwan), or under

29

Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
Article 37-3 of the Securities and Exchange
Act.
10. The quality and timeliness of audit and tax
No Yes
services do not meet the requirements.
11. The Company has been subject to litigation
or correction by the competent authorities No Yes
for financial reporting.
12. The accounting firm’s size and reputation
were significantly damaged in the year under
Yes
No (Note)
review.
13. Poor interaction between the CPA,
management level, governance units, and the
No
Yes
Chief Internal Auditor.
Note: The cooperating CPAs and the audit service team led
by them are unrelated to the recent news of the
accounting firm; the matter does not affect the
competence of the CPAs.

30

Implementation Status Implementation Status Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
4. Does the TWSE/GTSM (1) On November 6, 2020, the Company’s Board of
Listed Company have an Directors approved to appoint Mr. Yang Li-hsin,
appropriate and appropriate Chairman’s Office Special Assistant, as the Corporate
number of corporate Governance Senior Officer. He meets the eligibility
governance personnel, and criteria from the Establishment of Board of Directors by
has the Company designated a TWSE/GTSM Listed Companies and the Board’s
Corporate Governance Senior Exercise of Powers in that he has more than three years
Officer to deal with corporate of relevant work experience; is responsible for corporate
governance related affairs governance-related matters on a part-time basis; and
(including, but not limited to, convenes a governance group to assist directors and
providing directors and independent directors in complying with laws and
supervisors with information regulations. This group includes the Board of Directors’
required for the execution of Secretary; Finance and Accounting Department;
their duties; assisting Auditing Department; Legal Affairs Department; and
directors and supervisors in Investor Relations Department. All of these have at least
complying with the laws and three years of experience in the management of finance,
regulations; conducting board stock affairs, or business affairs of public companies.
meeting and shareholders’ Their primary duties include, but are not limited to:
meeting related matters; and 1. Proposing and implementing CSR policies, systems,
preparing the minutes for and related management guidelines and specific
board meetings and promotion plans, and for reporting on such to the
shareholders’ meeting in Board of Directors annually.
accordance with the law, 2. Implementing, coordinating, and planning ethical
etc.)? corporate policy promotion and relevant trainings, to
ensure the effectiveness of implementation. None
3. Assisting the Board of Directors and management in
examining and evaluating the effectiveness of ethical
corporate management practices, regularly assessing
compliance with business processes, and reporting
annually to the Board of Directors.
4. Providing directors, independent directors, and
functional committees with information required for
the execution of their duties; amending corporate
governance regulations; and assisting directors in
complying with laws and regulations.
5. Conducting board meetings and shareholders’
meetings in accordance with the Corporate
Governance Best Practice Principles and corporate
governance regulations.
6. Pre-registering the date of shareholders’ meetings;
preparing notices, manuals, and minutes of meetings
within the statutory period; and registering changes in
the Articles of Incorporation and re-election of
directors in accordance with laws and regulations.
7. Maintaining investor relations, and establishing
communications with institutional investors and
general shareholders, in order to ensure that investors
receive adequate information and that shareholder
rights are well-protected.

31

Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
(2) In 2021, the 2020 business development status was
reported to the Board of Directors as follows:
1. The Company ranked Top 20% in 2019 Corporate
Governance Evaluation held by Taiwan Stock
Exchange (TWSE) and expected to maintain Top
20% in 2020.
2. Added the new position of Corporate Governance
Senior Officer.
3. Attendance rates for 2020 Board Meetings reached

92%.
4. Conducted awareness-raising sessions for employees
and specific personnel on insider trading, protection
of intellectual property rights and trade secrets, code
of ethics, and the whistleblowing system.
5. Completed the signing of Integrity Commitment
Letter by senior executives.
5. Has the Company established (1) In pursuit of sustainable development, the Company has
a communications channel appointed a spokesman and an acting spokesman, and
and established a designated has established a designated stakeholder zone on its
zone on its website for website. Stakeholders may contact the Company at any
stakeholders (including, but time by phone, letter, fax, or email with the information
not limited to, shareholders, listed on the Company’s website, in order to meet their
employees, customers, and needs and concerns, as well as to serve as a reference
suppliers), and has the and basis for the Company’s CSR and operations &
Company properly responded development plans in the future.
to all CSR issues such (2) Stakeholders include investors, employees, customers,
stakeholders are concerned and suppliers, with each having dedicated
with? communication channels in addition to phone, postal None
mail, and email.
(3) After receiving information, internal staff transfer it to
the responsible departments for coordination as
circumstances require. Together with relevant
departments, they communicate, discuss, settle, and
respond accordingly to solve the risks and opportunities
of the Company’s situation, and further enhance its
competitiveness. All of the above are regulated in the
Consultation and Communication Management
Procedures.
6. Has the Company appointed a
The Company has appointed a professional shareholder
professional shareholder
services agent (the Transfer Agency Department of CTBC
None
services agent to deal with
Bank Co., Ltd.) to deal with shareholder affairs.
shareholder affairs?
7. Disclosures
(1)Has the Company (1)The Companyhas established a website

32

Implementation Status Implementation Status Implementation Status Deviation from the
Corporate
Governance
Best-Practice
Items for evaluation
Yes No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
established a website for the (http://www.focaltech-electronics.com/)
that
is
disclosure of Company’s maintained by a dedicated unit. In addition to the
financial and business, and collation and disclosure of corporate information, the Unit
corporate governance? also regularly discloses the Company’s financial- and
business-related information.
None
(2) Has the Company adopted
other means of disclosures (2) The Company has established a website in both English
(e.g., the installation of a and Chinese, and has appointed a spokesman and an
website in English language, acting spokesman in accordance with their duties, who
appointment of designated are
responsible
for
disclosing
the
Company’s
persons for the gathering and information to the public and on the Company’s website.
disclosure of information, the
proper implementation of the
spokesman system, and the
minutes of the investor
conference on record posted
on the website)?
(3) Does the Company announce (3) The Annual Financial Report 2019 was announced within
The Company’s
and report the annual three months after March 31, 2020. Financial reports for
financial report was
financial report within two the first, second, and third quarters of 2020, as well as
announced and
months after the end of the monthly operating conditions, were all announced and
reported within the
fiscal year? Does the
reported within the statutory period.

statutory
Company announce and three-month period;
report the first, second, and reports were not
third quarter financial reports made earlier within
and the monthly operating two months.
conditions well in advance of
the required deadlines?
8. Is there any other important (1) Implementation of employee rights and benefits, and
information to facilitate a employee care: Refer to “V. Industrial Relations” within
better understanding of the Chapter 5. Operations Overview of this annual report.
Company’s corporate (2) Investor relations, supplier relations, and stakeholder
governance practices rights: The Company discloses its financial, business,
(including, but not limited to, and corporate governance information on its website at
employee rights and benefits, all times, providing open and transparent information for
employee care, investor free access by general employees, investors, suppliers,
relations, supplier relations, and stakeholders. None
stakeholder rights, status of (3) Status of directors’ continuing education: As shown in
directors’ and supervisors’ the table below.
continuing education, (4) Implementation of risk management policies and risk
implementation of risk assessment criteria: Refer to “VI. Analysis and
management policies and risk Evaluation of Risk Matters for the Most Recent Fiscal
assessment criteria, Year and Up to the Publication Date of the Annual
implementation of customer Report” within Chapter 7. Review and Analysis of
relatedpolicies,andpurchase Financial Conditions,Performance,and Risk Matters of

33

Implementation Status Implementation Status Implementation Status Deviation from the
Yes Corporate
Governance
Best-Practice
Items for evaluation
No Summary Principles for the
TWSE/GTSM
Listed Companies
and reasons
of liability insurance for this annual report.
directors and supervisors by (5) Implementation of customer policy: We have established
the Company)? a dedicated customer service unit and an application
engineering unit, to provide timely and optimal service
to our customers.
(6) Directors and Officers Liability Insurance: Liability
insurance has been taken out for directors and managers.
9. State of corrective action taken for responding to the results of the corporate governance assessment announced by Taiwan
Stock Exchange Corporation in the Corporate Governance Center the most recent fiscal year, and the priority for
improvement on issues pending further corrective action and related measures.
(1) Improvements made:
The position of Corporate Governance Senior Officer was established and appointed in 2020.
(2) Future enhancements:
The Company intends to advance the appointment of an external professional body to 2021, in order to evaluate the
Board of Directors and functional committees in accordance with the Rules for Self-evaluation or Peer Evaluation of the
Board of Directors.

Further Studying Status of Directors in 2020:

Title Name Date of
Advanced
study
Organized by Course Name Number of
Hours
Director Genda Hu

Oct. 28, 2020 Securities & Futures
Institute
Approaching Employee and
Director Remunerations in Terms
of Securities and Exchange Act
Amended Article 14

3
Nov. 3, 2020 Securities & Futures
Institute
Examining Directors and
Supervisors’ Legal Risks and
Responses from the Perspective
of Major Corporate Fraud Cases
3
Director James Liao J

uly 21, 2020 Accounting Research and
Development Foundation
Policy Analysis and Internal
Control Practices for “Assisting
Companies to Improve their
Financial Report Self-preparation
Capacity”

6
Nov. 11, 2020 Accounting Research and
Development Foundation
Application of “Commercial
Arbitration” to Businesses, and
Analysis of Legal Liability
3
Nov. 25, 2020 Accounting Research and
Development Foundation
Tracing “Funding Flows” in
Fraudulent Financial Reporting,
and Discussion of Legal Liability
Case Examples

3

34

Corporate
Director
Representative

Han-Ping
Shieh
July 20, 2020 Accounting Research and
Development Foundation
Labor Law Compliance Practices
and COVID-19 Outbreak Case
Studies

6
Corporate
Director
Representative

Chenming
Hu
Oct. 7, 2020 Accounting Research and
Development Foundation
Amendment Highlights and
Common Deficiencies in the
Preparation of IFRS Financial
Reporting-Related Regulations
3
Oct. 13, 2020 Accounting Research and
Development Foundation
Common Corporate Governance
Failures and Related Laws
3
Corporate
Director
Representative

George
Chang
Aug. 12, 2020 Taiwan Corporate
Governance Association
Trends in Digital Technology,
Artificial Intelligence, and Risk
Management
3
Oct. 27, 2020 Taiwan Corporate
Governance Association
ESG Development Trends and
Socially Responsible Investment
(SRI)
3
Nov. 11, 2020 Taiwan Corporate
Governance Association
Viewing Corporate Directors and
Supervisors’ Legal Liabilities
from the Perspective of
Intellectual PropertyRights

3
Nov. 26, 2020 Taiwan Academy of
Bankingand Finance
Corporate Mergers and
Acquisitions and Legal Risks
3
Independent
Director
Chan-Jane
Lin
Feb. 18, 2020 Taiwan Corporate
Governance Association
Impact Investing: Do Well by
DoingGood
1
July 14, 2020 Securities & Futures
Institute
How to Innovate KPIs and
Performance Management in the
Digital EconomyEra
3
Aug. 7, 2020 Taiwan Corporate
Governance Association
Key Technologies and Market
Applications for5Gand IoT
3
Dec. 2, 2020 Taiwan Corporate
Governance Association
The 16th Corporate Governance
Summit: Corporate Governance
Moving Forward - Corporate
Governance Blueprint 3.0;
Blueprint Planning and Practice
for Sustainable Development;
Independent Directors and
Competition for Management
Authority

3
Independent
Director
Chintay Shih July 30, 2020 Securities & Futures
Institute
The Impact of COVID-19 on the
Global Economy
3
Sep. 29, 2020 Taiwan Corporate
Governance Association
Current Status of Director and
Supervisor Liability Insurance
and Sharing of Recent Case
Studies
1.5
Sep. 29, 2020 Taiwan Corporate
Governance Association
Competition for Management
Authorityand Case Studies
1.5
Independent
Director
Chang Xu Oct. 15, 2020 Securities & Futures
Institute
Analysis of Director and
Supervisor Related-Party
Transactions andCaseStudies
3
Oct. 15, 2020 Securities & Futures
Institute
New Forms of Corporate
Governance and Exercise of
3

35


Powers to be Followed by
Boards of Directors
Independent
Director
Xuhui Xu Oct. 13, 2020
Accounting Research and
Development Foundation

Common Corporate Governance
Failures and Related Laws
3
Nov. 3, 2020
Accounting Research and
Development Foundation


Compliance-based Audit
Practices for Corporate
Shareholders’ Meetings
3

(4) The operation of the Remuneration Committee

1. Information on the members of the Remuneration Committee

March 31, 2021

Have more than 5 years of experience and Have more than 5 years of experience and Have more than 5 years of experience and

professional qualifications
Status of independence(Note )
An instructor or A judge, public Have work Number of
higher in a prosecutor, experience public
department of attorney, certified
in the area

companies
commerce, law, public of
where the
finance, accountant, or commerce,
members of
Conditions accounting, or other law,
the

other academic
professional or finance, or
Remuneration
By identity department
technical
accounting,
Committee
Remark
related to the
business needs
specialist who
has passed a
or
otherwise
1 2 3 4 5 6 7 8 9 10 are also the
members of
of the company
national
necessary
the
Name
in a public or
examination and
for the
remuneration
private junior been awarded a business of
committees
college, college, certificate in a the of these
or university. profession company. companies
necessary for the
business of the
company.
Independent
Chintay Shih
2
Director
Independent Chan-Jane
1
Director Lin
Independent Chun-Hao
2
Committee Lai

Note: Respective member who meet the following qualifications 2 years before assumption of office and at the time of assumption office shall put a “  ” in the appropriate space.

  • (1) Not an employee of the Company or its affiliated companies.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

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

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

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or designates its representative to serve as a director or supervisor of the Company under Article 27(1) or (2) of the Company Act. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (6) Not a director, supervisor or employee of other company such that a majority of the Company’s director seats or voting shares are controlled by the same person. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with

36

the laws of the country of the parent or subsidiary.)

  • (7) The chairpman, president, or a person holding an equivalent position of the Company is not a director (or governor), supervisor, or employee of other company or institution, or are spouses. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (8) Not a director (or governor), supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (Not applicable in cases where the specified company or institution holds at least twenty percent but not exceeding fifty percent of the total number of issued shares of the Company, and the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

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

  • (10)Those who are not subject to any of the conditions listed in Article 30 of the Company Act.

  • Information on Operations of Remuneration Committee

  • (1) The Remuneration Committee of the Company is consisted of 3 members.

  • (2) Term of office of the current members: The Company’s Remuneration Committee was re-elected on August 7, 2020 for the period from August 7, 2020 to June 20, 2023. A total of 2 (A) Remuneration Committee meetings were held in the past year. The qualifications of the committee members and the attendance are as follows:

2020 2020
Actual number of Attend through
Attendance rate
Title Name Remarks
attendance(B) proxy (B/A) (%)
Convener
ChintayShih 1 1 50% Re-election
Date re-elected: Aug. 7,
Committee
Chan-Jane Lin 2 0 100%
2020
Date discharged: June 20,
Committee
Linshan Lee 2 0 100%
2020
Date newly assumed: Aug.
Committee
Chun-Hao Lai 0 0 --
7,2020
Other notes:
1. Where the B oard may not take or revise the advice of the Remuneration Committee, specify the date and the session of
the Board, the content of the motion, the resolution of the Board, and the response to the opinions of the Company
towards the advice of the Remuneration Committee (if the resolution of the Board suggested better position of
remuneration than the advice of the Remuneration Committee, specify the reasons and the variations): None
2. Where members of the Remuneration Committee may have adverse opinions or qualified opinions in their resolutions on
record or in written declaration: None
Remuneration

Proposal and Subsequent Handling
Committee
1. Evaluation of 2019 Manager Remuneration
2. 2020 Manager Remuneration system
3. Formulation of operationprocedures for employees to subscribe to treasurystock
7thsession of

4. List of employees subscribingto treasurystock
4thterm of the

5. Manager bonuses
Board

Remuneration Committee resolution: Approved (as proposed) by all committee members who attended the
meeting.
Mar. 20, 2020
Company handling of Remuneration Committee opinion: Approved (as proposed) by all directors who
attended the meeting.

37

Actual number of Attend through
Attendance rate
Title Name Remarks
attendance(B) proxy (B/A) (%)

Establishment of Rules for Retirement and Dismissal of Managers
8thsession of


Remuneration Committee resolution: Approved (as proposed) by all committee members who attended the
meeting.
4thterm of the
Board
Company handling of Remuneration Committee opinion: Approved (as proposed) by all directors who
attended the meeting.
May 8, 2020

38

(5) Differences Between the Implementation of CSR and the CSR Best Practice Principles for TWSE/GTSM Listed Companies and Reasons Thereof

Implementation Status Implementation Status Implementation Status Deviations
from
"Corporate
Social
Responsibility
Items for evaluation Best Practice
Yes
No

Summary
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
1. Does the Company conduct risk The Company performs a comprehensive risk assessment
assessment on environmental, social, annually, which involves operational, environmental, and
and corporate governance issues related corporate governance issues. The 2020 Risk Assessment
to the Company’s operations, and has was reported to the Board of Directors on February 7,
the Company established risk 2020 and the Risk Assessment 2021 was completed in
management policies or strategies? February 2021, with the Corporate Governance Team
leading the identification work and developing
improvement plans. The management unit has taken
necessary improvement measures; risks identified include:
1.
Environment: Environmental Protection Issues
Suppliers are required to comply with the Management
Regulations for Environmental Banned Substances and
obtain ISO 140001 Environmental Management System
Certification. These criteria are included in the annual
supplier evaluations; if they fail to meet the requirements,
guidance is provided for improvement.
2.
Society: Employee Safety Issues
As a non-manufacturing IC design company, the
Company pays attention to the physical and mental health
of its employees. In addition to regular fire prevention
None
inspections/fire drills, workplace inspections, and other
hardware safety checks, the Company also holds activities
every year to increase employee interaction and cohesion.
3.
Corporate Governance: Issues Regarding
Implementation of Internal Control System (risks
identified in 2021-Productivity, Talents, Quality, etc.)
The group discusses corresponding measures, such as
wafer strategy meetings, quality meetings, etc., which are
implemented or strengthened by management units.
The Auditing Department formulates audit plans annually
based on risk assessments to ensure that there are no
major deficiencies in the Internal Control System and
perform control point checks during regular audit
processes.
The Corporate Governance Team was established with the
approval of the Board of Directors. The Team consists of
the Board of Directors’ Executive Secretary, Finance and
Accounting Department, Auditing Department, Legal
Affairs Department, and Investor Relations Unit, all of
whom have at least three years of relevant work
experience inpublic companies.

39

Implementation Status Implementation Status Implementation Status Deviations
from
"Corporate
Social
Responsibility
Items for evaluation Best Practice
Yes
No

Summary
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
2. Has the Company established a The Company’s Corporate Governance Team is
designated (part-time) body for the responsible for corporate governance, CSR, ethical
advocacy of corporate social corporate management, and other related matters. Its
responsibility headed by a senior duties are as described above for the operations of
None
executive at the authorization of the corporate governance, in addition to reporting the CSR
Board, and report to the Board on the Program and its implementation status to the Board of
performance of corporate social Directors on a regular basis.
responsibility?
3. Environmental Issues (1) In accordance with the law and the premise of
(1) Has the Company established an sustainable development, the Company has
appropriate environmental established environmental management systems and
management system in accordance policies. In addition, the Company has dedicated
with its industrial characteristics? environmental safety personnel to plan, supervise, and None
implement environmental systems; select
environmentally responsible suppliers; use recycled
materials; reduce pollutant emissions; establish proper
disposal methods for waste materials; and provide
customers with products that are free of toxic
substances. The Company has been granted ISO
14001 International Certification.
(2) Has the Company made effort to (2) As a fabless IC design company, the Company’s
enhance the efficient use of all business activities have low impact on the
resources and used regenerated environment.
materials to mitigate the impact on the In 2020:
environment? (1) Obtained SONY GP Certification. Response
(2) Completed cleaning the HVAC ducts in the
measures to
Company’s building to improve air-conditioning
address
energy efficiency. climate
(3) Arranged centralized offices for plant planners to
change
enhance energy efficiency. impacts have
(4) Completed all regular environmental monitoring
yet to be
and awareness-raising activities. discussed
(3) Has the Company assessed the (3) As an IC design company, the Company has no
potential current and future risks and manufacturing plant, and thus current and future None
opportunities from climate change for climate change impacts on the Company are
the Company, and has the Company relatively low. As a result, these response measures
taken measures to address have not yet been discussed.
climate-related issues?
(4) Has the Company compiled statistics (4) The Company’s statistics on greenhouse gas
ongreenhousegas emissions,water emissions,water consumption,and total volume of

40

Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
"Corporate
Social
Responsibility
Items for evaluation Best Practice
Yes
No

Summary
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
consumption, and total volume of waste materials over the past two years are as
waste materials for the past two years, follows:
and has the Company formulated Statistical Item 2019 2020
policies for energy conservation and 871
tons
1,115
tons
carbon reduction, greenhouse gas Greenhouse Gas Emissions
reduction, water use reduction, and Cabon
Emissions
Per
Capita
other waste management? 2.49 tons 2.82 tons
7,607
degrees
8,470
degrees
Water Consumption
Total Volume of Recycled
Materials
1.24 tons 1.53 tons
The Company’s policies on energy conservation and
carbon reduction, greenhouse gas reduction, and water
use reduction are as follows:
1. To regulate energy conservation and carbon,
greenhouse gas reduction measures for the Company,
including installing water-saving facilities, reducing
environmental burdens, continuing to promote
digital signing procedures, reducing paper
consumption, installing blinds and curtains to reduce
solar radiation heat transmission into the office,
reducing the amount of electricity used for air
conditioning, and ensuring that basic lighting
matches illumination level standards and
requirements with the use of appropriate
energy-efficient daylight lighting.
2. To formulate the energy conservation and carbon
reduction targets such that the increment in the
carbon emissions per capita should be less than 10%,
since the factory and office areas are integrated.
3. To formulate a water conservation management plan
and enhance water resource efficiency, including
raising employees’ water conservation awareness,
and continuing to adjust both the water supply valves
(50% of water supply valves have been closed), and
adjusting the office air-conditioning temperature to
27 degrees in order to save water used in
air-conditioning.
4. Social issues
(1) Has the Company established related (1) The Company complies with labor-related laws and
management policy and procedure in regulations, and establishes work rules to protect
accordance with applicable legal rules employees’ rights and benefits.
and international conventions on human
rights?

41

Implementation Status Implementation Status Implementation Status Deviations
from
"Corporate
Social
Responsibility
Items for evaluation Best Practice
Yes
No

Summary
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
(2) Has the Company established and (2) Compensation for the Company’s new employees is
implemented reasonable employee certified in accordance with the Employee
benefit measures (including Compensation Criteria Guidelines, and employee
compensation, leave, and other promotion is handled annually in accordance with the
benefits), and are operational Employee Promotion Management Guidelines. In
performance and results appropriately addition to leave granted in accordance with the
reflected in employee compensation? Labor Standards Act, the Company’s leave policy
allows an additional 7 days of flexible leave per year
for employees. Based on the employee’s rank, years
of service, contributions, and Company operating
performance, the Company grants employees various
types of benefits and compensation packages, which None
are paid out in accordance with regulations.
(3) Has the Company provided a safe and (3) The Company provides a safe and healthy working
health work environment for the environment for its employees. The Company
employees, and provided education on appoints professional licensed industrial plant
labor safety and health regularly? nursing personnel and employs occupational
physicians to provide employees with regular
psychological, medical, health consultation services,
and annual health checks that are better than those
required by law. In addition, the Company has also
established a dedicated team and personnel in
accordance with the law to manage environmental
safety and health management related matters. This
team conducts regular workplace inspections to
ensure the safety of employees, the environment, and
equipment. The Company has achieved ISO45001
Certification – an international standard for
environmental and occupational health and safety
management.
(4) Has the Company established the
(4) The Company provides a variety of education and
training program for the effective training programs, and internal and external
planning of career development for the professional education and training, to enhance
employees? employees’ career skills. Additionally, the Company
also encourages employees to assess their own
interests, skills, values and goals, and communicate
their career intentions to their managerial officers, so
as to formulate their future career plans.
(5) Does the Company comply with laws, (5) All of the Company’s customers are corporate
regulations, and international standards businesses; their information – including transaction
when managing customer health and prices and terms – is deemed to constitute a Company
safety, customer privacy, and marketing trade secret. Thus, all of this information is managed

42

Implementation Status Implementation Status Implementation Status Deviations
from
"Corporate
Social
Responsibility
Items for evaluation Best Practice
Yes
No

Summary
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
and labeling of products and services? via computer information security & permissions.
Has the Company established a policy The Auditing Department conducts annual audits on
and complaint procedure to protect information security, and signs a Client
consumer rights? Confidentiality Agreement based on the level of None
technical and commercial secrets discussed during
product development. Our products are marketed in
accordance with laws and regulations, as well as
international standards (ISO 9001, ISO 14001, ISO
45001).
(6) Has the Company established a supplier (6) The Company has established 40 regulations for
management policy that requires suppliers to comply with in accordance with
suppliers to comply with regulations on manufacturing processes, such as the Production
environmental protection, occupational Control Regulations, the Outsourcing Factory
safety and health, and labor rights Management Regulations for the selection of new
issues? Has the Company established an suppliers and regular audits, and the Management
implementation method for such? Regulations for Environmental Banned Substances.
Before a supplier is selected, the Company first
ascertains the supplier’s compliance with
environmental protection, occupational safety and
health, and labor rights via QSA and QPA
questionnaires and on-site examinations. The
Company then selects qualified suppliers after a
comprehensive evaluation.
5. Does the Company refer to The Company has not compiled a CSR report yet. No CSR
internationally standards/guidelines in report has
the preparation of its reports, such as been
CSR reports, that disclose non-financial compiled yet
information? Has the Company obtained
a third-party verification or assurance
opinion on previously-disclosed
reports?
6. If the Company has formulated its own CSR Best Practice Principles in accordance with the CSR Best Practice Principles
for TWSE/GTSM Listed Companies, specify the differences between its implementation and the Principles formulated:
The Company has not formulated its own CSR Best Practice Principles, but a CSR plan that has been implemented after
submission to the Board of Directors for approval. Also, the CSR plan implementation status is reported to the Board of
Directors on a regular basis. Other related issues, such as sustainable development, environmental protection, and employee
rights and benefits, are implemented in accordance with the Company’s internal systems and regulations. The CSR plan and
its implementation status are disclosed on the Company’s website.
7. Other important information for understanding the Company’s CSR operations: In 2020, the Company became involved in
social welfare activities, including supporting the Taiwan Fund for Children and Families in Hsinchu County for the
campaign named “Foster Care: It Can’t Happen Without You!” to collect winter quilts and Christmas gifts for
underprivileged families.

43

(6) Differences Between Implementation of Ethical Corporate Management and Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, Including Reasons For Such

For Such
Implementation Status Deviations
from
"Ethical
Corporate
Management
Items for evaluation Best Practice
Yes
No
Summary
Principles for
TWSE/GTSM
Listed
Companies"
and reasons
1. Establishment of ethical corporate
management policies and programs
(1) Has the Company established an ethical (1) The Company’s Board of Directors approved the
corporate management policy that has Code of Business Conduct and Ethics on October
been approved by the Board of 26, 2018. The Company’s policies and practices on
Directors, and clearly stated the ethical ethical corporate management are clearly stated on
corporate management policy and the Company’s website and in external customer
practices, as well as the commitment of and supplier documents. Internally, the Company
the Board of Directors and the top provides training to new employees annually, holds
management to actively implementing meetings from time to time to promote integrity and
the management in the Articles of ethical conduct, and has adopted a whistleblowing
Incorporation and external documents? system to demonstrate the commitment of the Board
of Directors and management to actively
implementing the ethical corporate management
policy.
(2) Has the Company established a (2) The Company has established an Internal Control
mechanism to assess unethical conduct System, Internal Audit System, Whistleblowing
risks? Does that Company regularly System, Employee Grievance System, and Code of
analyze and evaluate the business Business Conduct and Ethics to prevent unethical
activities within its scope of business conduct. Furthermore, the Company completed
None
that have a higher risk of unethical signing of the Integrity Commitment Letter by senior
conduct? Has the Company accordingly executives in 2020.
formulated a plan to prevent unethical
conduct, covering at a minimum the
preventive measures for the acts
mentioned in Article 7-2 of the Ethical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies?
(3) Whether the Company has stipulated the
(3) The Company has established the Code of Business
operating procedures, conduct Conduct and Ethics and the Whistleblowing System
guidelines, disciplinary actions against to provide clear guidelines and operation procedures
violations as well as grievance system in for the conduct of directors, managerial officers,
the plan to prevent unethical conducts, employees, appointees, and persons having
implemented the execution thereof, and substantial control over the Company, and to help
regularly reviewed and revised the Company customers, suppliers, external parties, and
aforementioned plan? other stakeholders be more aware of the Company’s
ethical standards. As for confirmed cases of unethical
conduct, disciplinary measures are taken against the
violators;if necessary,legal action is also taken.

44

Implementation Status Implementation Status Implementation Status Deviations
from
"Ethical
Corporate
Management
Items for evaluation Best Practice
Yes
No
Summary
Principles for
TWSE/GTSM
Listed
Companies"
and reasons
Also, relevant departments are then instructed to
review the Internal Control System and operation
procedures.
2. The Materialization of Ethical
Management (1) The Company conducts credit checks before entering
(1) Has the Company evaluated the record into transactions with important customers and credit
on ethical practices of its counterparties, trading, in order to avoid dealing with those who
and has specified the clause of business have a history of unethical conduct. Moreover, the
ethic in the agreements binding the Company signs honesty and integrity clauses with
Company and its counterparties? some customers or suppliers, and requires both
parties to conduct business based on the principles of
honesty and integrity.
(2) Has the Company established a (2) The Company’s Board of Directors approved the
dedicated unit under the Board of Code of Business Conduct and Ethics on October 26,
Directors to promote ethical corporate 2018. The Corporate Governance Team, which is
management, and to report to the Board part of the Board of Directors, is responsible for the
of Directors on a regular basis (at least establishment and promotion of ethical corporate
once a year) regarding ethical corporate management policy. The Team’s duties are as
management policies and plans, in order described above for the operations of corporate
to prevent unethical conduct and to governance operations, and such operations are
monitor their implementation? reported to the Board of Directors on an annual
basis. The implementation status for 2020 was
None
reported to the Board of Directors on February 4,
2021.
(3) Has the Company mapped out the
(3) The Company has established a Whistleblowing
policy for the avoidance of the conflict System and employee grievance procedures to
of interest and has provided suitable provide appropriate channels for those who have the
channels for such purpose, and properly need to file a complaint and with specific reasons for
pursued the policy? any illegal, abusive, or improper conduct related to
official duties.
(4) Has the Company established an (4) The Company has established an accounting system
effective accounting system and internal for accounting personnel to follow in the execution
control system for the implementation of of their duties. In addition, the Company has
ethical corporate management? Has the established an internal control system in accordance
internal auditing unit prepared an audit with laws and regulations along with actual operating
plan based on the assessment results for circumstances. The Company also conducts
unethical conduct risks, and checked audit-related work, and reports the results to Audit
compliance with the unethical conduct Committee and the Board of Directors on a regular
prevention plan accordingly, or basis.
appointed a CPA to conduct the audit?

45

Implementation Status Implementation Status Implementation Status Deviations
from
"Ethical
Corporate
Management
Items for evaluation Best Practice
Yes
No
Summary
Principles for
TWSE/GTSM
Listed
Companies"
and reasons
(5) Has the Company organized internal (5) The training of new employees includes the
and external training on ethical promotion of industrial business conduct and ethics.
management? Each year, regular training sessions are held for
specific employees to enable them to clearly
understand the Company’s ethical corporate
managementphilosophyand standards.
3. The reporting system of the Company in
action
(1) Has the Company established a (1) The Company has established a Whistleblowing
reporting and reward system and the System with a dedicated mailbox, in addition to a
channels for facilitating the report on complaint filing channel on the Company’s website.
unethical practices, and has appointed All reported matters are managed by the Chief
designated personnel to handle the Auditor in order to protect the confidentiality of
subject of reporting? whistleblowers.
(2) Has the Company created a standard (2) The Company has established a Whistleblowing
operating procedure (SOP) for the System to manage reported matters, and all related None
investigation of reported matters, documents and information are considered
follow-up measures to be taken after the confidential; all employees involved in the handling
completion of the investigation, and of these matters are responsible for maintaining
relevant confidentiality mechanisms? complete confidentiality.
(3) Has the Company taken protection (3) The Company has a Whistleblowing System in place
measures to protect the informant from and is responsible for the protection of the
improper treatment after reporting on confidentiality of whistleblowers, in order to prevent
unethical practices? them from being subjected to improper treatment as
a result of whistleblowing.
4. Enhancing Information Disclosure
(1) Has the Company disclosed the content (1) The Company has disclosed the Code of Business
of Ethical Corporate Management Best Conduct and Ethics on the Company website, where None
Practice Principles and the result at its implementation plans and results are regularly
official website and MOPS? disclosed.
5. If the Company has established performance of good-faith management best practice principles based on “Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any discrepancy between the
principles and their implementation: None
6. Other vital information that helps to understand the practice of ethical management of the Company (e.g., the review and
amendment to the Ethical Corporate Management Best Practice Principles of the Company): None
  • (7) If the Company has formulated a code of corporate governance and related regulations, the inquiry method shall be disclosed: The Company has formulated Corporate Governance Best Practice Principles and related regulations, which are publicly disclosed on the Company’s website (http://www.focaltech-electronics.com/) to regulate the ethical conduct of the Company’s directors, supervisors, and all subordinate personnel.

  • (8) Other important information to enhance the understanding of the Company’s corporate governance implementation: None.

46

(9) Implementation Status of Internal Control System

  1. Internal Control System Statement

FocalTech Systems Co., Ltd. Internal Control System Statement

Date: February 4, 2021

With regard to the 2020 internal control system, the Company declares the following based on the self-evaluation findings:

  1. The Company is fully aware that establishing, implementing, and maintaining an internal control system are the responsibility of its Board of Directors and managerial officers. The Company has established such a system to provide reasonable assurance for attaining the aims of the effectiveness and efficiency of business operations (including profits, performance, safeguarding of asset security, etc.); reliability, timeliness, transparency of reporting; and compliance with the governing laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system provides assurance to the aforementioned aims only to a reasonable extent. Moreover, due to changes of environments and circumstances, the effectiveness of an internal control system may change accordingly. Nevertheless, the internal control system of the Company is equipped with a self-monitoring mechanism, and the Company takes corrective actions as soon as any fault is identified.

  3. The Company determines the design and operating effectiveness of its internal control system in accordance with the determining factors provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the “Regulations”). The internal control system determining factors specified in the Regulations divide an internal control system into five elements based on its management: 1. Control Environment, 2. Risk Assessment, 3. Control Operations, 4. Information and Communications, and 5. Monitoring. Each element further contains several items. Refer to the Regulations for the aforementioned items.

  4. The Company has adopted the aforementioned internal control system determining factors to examine the design and operating effectiveness of its internal control system.

  5. Based on the findings of the evaluation mentioned in the preceding paragraph, the Company deems that the internal control system as of December 31, 2020 (including supervision and management of subsidiaries), which encompass internal controls for knowledge of the accomplishment degree of operating effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with the governing laws and regulations, are effectively designed and implemented, and reasonably assure accomplishment of the abovementioned aims.

  6. This Statement constitutes the main content of the Company’s annual report and prospectus, and will be made public. Any wrongful act pertaining to falsification or concealment involving the above public declaration will be subjected to legal liabilities under Articles 20, 32, 171, and 174 of, and other regulations relating to, the Securities and Exchange Act.

  7. This Statement was approved by the Board Meeting of the Company held on February 4, 2021, where none of the nine attending directors expressed dissenting opinions, and all consented to the content of this Statement.

FocalTech Systems Co., Ltd.

Chairman: Genda Hu Signature/Stamp President: Genda Hu Signature/stamp

47

  1. If a CPA is appointed to review the internal control system, the review report shall be disclosed: N/A.

  2. (10) If there has been any legal penalty against the Company or its internal personnel, or any disciplinary penalty by the Company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year preceding the annual report publication date, where the result of such penalty may have a material effect on shareholder equity or securities prices, the penalty, the main shortcomings, and conditions for improvement shall be disclosed in the annual report: None.

  3. (11) Major resolutions of the Shareholders’ Meeting and the Board in the most recent year to the date this report was printed

  4. Important Resolutions of the Board of Directors

Date Important Resolutions
Approved the 2019Financial Statement.
Approved the amount of director and employee compensation for 2019, and its
Feb. 7, 2020 distribution method and recipients.
Approved election of the 7th term Board of Directors.
Convened the Company’s 2020 Annual General Shareholders’ Meeting.
Approved the 2020Q1 Financial Statement.
Approved the 2019 Loss Make-upProposal.
Approved the distribution of cash dividends out of capital reserve.
May 8, 2020
Approved the cash capital reduction.
Approved update to the proposals for the 2020 Annual General Shareholders’
Meeting.
June 20,2020 Elected the Chairman of the Board of Directors.
Approved the 2020Q2 Financial Statement.
Approved authorization of the Chairman to determine the Record Date of capital
Aug. 7, 2020
reduction.
Approved appointment of the Remuneration Committee.
Nov. 6,2020 Approved the 2020Q3 Financial Statement.
Approved the 2020 Financial Statement.
Approved the amount of director and employee compensation for 2020, and its
Feb. 4, 2021
distribution method and recipients.
Convened the Company’s 2021 Annual General Shareholders’ Meeting.

48

2. Important Resolutions of Shareholders’ Meeting and Implementation Status

Date Important Resolutions and Implementation Status Thereof
1. Recognition of 2019 Business Report and Financial Statement.
Implementation Status: Resolution was adopted.
2. Recognition of 2019 Loss Make-up Proposal.
Implementation Status: Resolution was adopted.
3. Approval of amendment to the Articles of Incorporation.
Implementation Status: Resolution was adopted and implemented. The change
registration was completed on July 3, 2020.
4. Approval for issuance of new restricted employee shares.
Implementation Status: Resolution was adopted and implemented, and was approved
by the Financial Supervisory Commission on August 12, 2020.
5. Approval for distribution of cash dividends out of capital reserve.
Implementation Status: July 20, 2020 was set as the Record Date, and August 14,
2020 was set as the Ex-dividend Date; cash distribution of approximately
NT$0.50291032 per share has been completed.
6. Approval for cash capital reduction.
Implementation Status: September 8, 2020 was set as the Record Date of Capital
Reduction, and the new shares began trading on October 26, 2020. A return of NT$3
per share to the capital reduction shareholders was completed on October 28, 2020.
7. Re-election of the 7thterm Board of Directors.
Implementation Status: Re-election was completed, and the director change
registration was completed on July 3, 2020.
8. Dismissal of the non-compete clause for directors and their representatives.
Implementation Status: Resolution was adopted.
June 20, 2020
  • (12) Adverse opinion from directors or supervisor over important resolution of the Board in the most recent year until the day the Annual Report was printed with records or written declaration, and the contents of such opinion: None

  • (13) In the most recent year to the date this report was printed, the information on the resignation and discharge to Chairman, President, chief accountant, chief financial officer, chief internal auditor, corporate governance officer and R&D officer : None

4. Disclosure of the CPAs’ fee

(1) Fee information

1. Disclosure of the CPA's Fee Range

AccountingFirm AccountingFirm Names of CPAs Names of CPAs Names of CPAs Duration of Audit Duration of Audit Remarks Remarks
Deloitte & Touche Lilac Shue Chih-Ming Shao Jan. 1, Jan. 1, 2020 to
Dec. 31,2020
Unit: NT$thousand
Fee items
Fee Range
Audit fee Non- Audit fee Total
1 Less than 2,000,000
2 2,000,000(inclusive) 4,000,000
3 4,000,000(inclusive) 6,000,000

49

4 6,000,000(inclusive) 8,000,000
5 8,000,000(inclusive) 10,000,000
6 Over 10,000,000(inclusive)
  1. Non-audit Fees Paid to CPAs, the CPAs’ Firm and Their Affiliates by the Company for 2020

Unit: NT$ thousand

Accounting
Firm
Names of CPAs Auditing
Fee
Non-Auditing fee Non-Auditing fee Non-Auditing fee Non-Auditing fee Non-Auditing fee Period
Covered by
CPA’s Audit
Rem
arks
System
design
Corporate
registration
Human
resources

Other
(note)
Subtotal
Deloitte
&
Touche
Lilac Shue 4,750 0 0 0 417 417 Jan. 1, 2020
to Dec. 31,
2020
Chih-Ming
Shao

Note: Non-audit fees – During the audit period, NT$287,000 for CPAs, NT$30,000 for obsolete-inventory review fee, NT$50,000 for payroll information checklist, and NT$50,000 for capital increase checklist of subsidiaries were paid on behalf of the Company.

  • (2) If there is a change in the accounting firm, and the audit fees paid for the fiscal year in which the change took place are lower than those paid for the fiscal year immediately preceding the change, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: N/A.

  • (3) When the audit fees paid for the current fiscal year are lower than those paid for the immediately preceding fiscal year by 10% or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: N/A.

5. Changes of CPA: None

6. Information regarding to the chairman, president, chief financial or accounting manager of the Company holding position in the business under the commissioned CPA firm or its affiliates in 1 year: None

7. The change of the share holding status and the share pledged information of directors, supervisors, managerial officers and the shareholders holding more than 10% of the shares in the most recent year to the date this report was printed.

  • (1) Changes in shareholdings:

Unit: Share

Unit: Share Unit: Share
Title Name 2020 As of April 26,2021
Increase
(decrease) in
No. of
Shares(Note
3)
Increase
(decrease) in
No. of
Pledged
Shares
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of
Pledged
Shares
Director, CEO and
President

Genda Hu
1,133,397
(1,426,361)


328,261
Director GWAALLC
Representative: Han-Ping Shieh

(1,781,356)

50

Title Name 2020 2020 As of April 26,2021 As of April 26,2021
Increase
(decrease) in
No. of
Shares(Note
3)
Increase
(decrease) in
No. of
Pledged
Shares
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of
Pledged
Shares
Director GWAALLC
Representative: ChenmingHu
Director and CFO James Liao 322,500
(446,951)


167,005
(70,000)


Independent
Director
Chang Xu
(Date assumed: Jun. 20,2020)
Independent
Director
Xuhui Xu
(Date assumed: Jun. 20,2020)
Independent
Director
Chan-Jane Lin
Independent
Director
Chintay Shih
Executive Vice
President
Ching-Kai Chang 88,000
(48,135)


170,000
Executive Vice
President
Wei-Ching Hou 160,000
(221,968)


108,000
(18,004)


Business Executive
Vice President
Lien-Kuo Wang 72,000
(89,167)


56,000
(69,815)


Business Executive
Vice President
Ching-Suo Wang 40,000
(291,148)


40,000
(3,000)


Executive Vice
President
Hsiao-Hsu Tu 180,000
(206,942)


120,000
(18,000)


Executive Vice
President
He-Nien Yang 270,000
(270,109)


148,004
(19,000)


Executive Vice
President
Pei-Tzu Wu 190,000
(163,992)


98,506
Business Assistant
Executive Vice
President
Te-Chih Kung 64,000
(135,821)


42,000
(19,803)


Executive Vice
President
Sung-Tsan Chiang
(Date assumed: Oct. 8, 2020)
100,000
(100,000)


64,000
Executive Vice
President
Jui-Cheng Hsu
(Date discharged: Sep. 30, 2020;
Date assumed: Feb. 1, 2021)

232,500
(120,000)


85,003
Deputy Executive
Vice President
Chun-Fu Wang 115,000
(108,084)


35,202
(39,916)


Deputy Executive
Vice President
Cheng-Tao Chuang 131,000
(131,792)


103,504
(69,000)


51

Title Name 2020 2020 As of April 26,2021 As of April 26,2021
Increase
(decrease) in
No. of
Shares(Note
3)
Increase
(decrease) in
No. of
Pledged
Shares
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of
Pledged
Shares
Deputy Executive
Vice President
Po-Sheng Shih
(Date discharged: Sep. 30, 2020;
Date assumed: Jan. 16, 2021)

117,000
(207,000)


46,602
Senior Deputy
Executive Vice
President
Ching-Hsing Chang
(Date discharged: Jan. 24, 2020;
Date assumed: Feb. 8,2021)
100,000
Corporate
governance officer
Li-Hsin Yang
(Date assumed: Nov. 6,2020)
65,503
Shareholders
holding more than
10% of the shares
Egis Technology Inc.
(Date assumed: Nov. 6, 2020;
Date discharged: Apr. 19,2021)
48,516,000
(14,549,425



(33,966,575)

Director Sense
Investment
and
Consulting Inc.Representative:
George Chang
(Date assumed: Jun. 20, 2020;
Date discharged: Apr. 19,2021)


(14,995)


(35,005)

Director CTBC Bank Trusteeship for
Jifu Holding Group (shares)
Investment
AccountRepresentative:
Yen Shen
(Date discharged: Jun. 20,2020)

(4,126,703)

Independent
Director
Neng-Mou Tu
(Date discharged: Jun. 20,2020)
Independent
Director
Lin-Shan Li
(Date discharged: Jun. 20,2020)
Executive
Vice
President

Chien-kuo Wang
(Date discharged: Feb. 8, 2021)
170,000
(121,985)


Deputy
Executive
Vice President

Cheng-Yi Hsieh
(Date discharged: Sep.30, 2021;
Date assumed: Jun. 16, 2021;
Date discharged: Mar. 3,2021)
119,750
(117,064)


Note 1: Since June 21, 2012, the Audit Committee has been responsible for the duties of a supervisor as stipulated in the laws and regulations.

Note 2: The shareholding changes are disclosed from the date of assumption of duty until the date of discharge. Note 3: It was approved for reduction of capital in the Company’s shareholders’ meeting on June 20, 2020.

Company’s share capital was eliminated 89,972,074 shares. The ratio of capital reduction was 29.98892%. The capital reduction was completed on October 26, 2020. Therefore, the number of shares has changed significantlyin 2020.

52

  • (2) Information on any transfer of equity interests by a director, supervisor, managerial officer, shareholder related party with a stake of more than 10 percent (where the counterparty in any such transfer of equity interests is a related party):
transferor Reasons for
Transaction
Transactio
n date
transferee Relation of Transferor and
Transferee
Number
of
Shares
Transfer
prices
Genda Hu Gift Jun.19,20
20
Wen-Min
Shen
Spouse 650,000
30.35
  • (3) Information on any pledge of equity interests by a director, supervisor, managerial officer, shareholder related party with a stake of more than 10 percent (where the counterparty in any such pledge of equity interests is a related party): None.

8. Information on shareholders among the top 10 by proportion of shareholding who are related parties to one another, spouse or kindred within the 2nd degree of kinship

April 26,2021;Unit: share;% April 26,2021;Unit: share;% April 26,2021;Unit: share;% April 26,2021;Unit: share;% April 26,2021;Unit: share;% April 26,2021;Unit: share;% April 26,2021;Unit: share;%
Name Own shareholdings Shares Held by Spouse
& minor children
Shareholdings under
the title of a third party
If there are related
parties, spouses,
kindred within the 2nd
degree of kinship
among the top 10
shareholders, give the
names and affiliations
of such shareholders
Note
Number of
Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Name Relation
Acer Incorporated
Responsible PersonJun-Sheng
Chen
7,537,688 3.48
CTBC Bank has been entrusted
with the custody of a collective
investment account for the
transfer, subscription, and
allotment of marketable
securities for FocalTech
Electronics, Ltd.'s Mainland
China employees issued by
FocalTech Systems Co., Ltd.
6,734,632 3.11
Ling-Chuan Ting 5,840,000 2.70
Employee shareholding trust
asset account of FocalTech
Systems Co., Ltd. under CTBC
Bank
5,641,503 2.61
GWAALLC
Responsible PersonGenda Hu
4,158,691 1.92
1,232,138 0.57
Labor Pension Fund 3,708,000 1.71
Standard Chartered Bank
(Taiwan) Limited as custodian of
Credit Suisse Securities Limited
3,400,807 1.57

53

Name Own shareholdings Own shareholdings Shares Held by Spouse
& minor children
Shares Held by Spouse
& minor children
Shareholdings under
the title of a third party
Shareholdings under
the title of a third party
If there are related
parties, spouses,
kindred within the 2nd
degree of kinship
among the top 10
shareholders, give the
names and affiliations
of such shareholders
If there are related
parties, spouses,
kindred within the 2nd
degree of kinship
among the top 10
shareholders, give the
names and affiliations
of such shareholders
Note
Number of
Shares
Rate of
share-
holding
Number of
Shares
Rate of
share-
holding
Number of
Shares

Rate of
share-
holding
Name Relation
Morgan Standley Co.
International PLC
2,851,981 1.32
Investment Account of JP
Morgan Chase Bank Taipei
Branch
2,768,303 1.28
Labor Insurance Fund 2,424,000 1.12

Note: Calculation of shareholding ratio refers to calculation of the ratio of shares held in own name, spouse’s name, minor children’s name(s), or names of third party.

9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managial Officer, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding.

Dec. 31, 2020; Unit:Shares; %

Investee Investment made by the
Company
Investment made by the
Company
Investment made by directors,
supervisors, managerial official and
direct or indirect subsidiaries
Investment made by directors,
supervisors, managerial official and
direct or indirect subsidiaries
Combined investment Combined investment
Number of
Shares
Rate of
share-
holding
Number of Shares Rate of share-
holding
Number of
Shares
Rate of
share-
holding
FocalTech Corporation, Ltd. 5,491,200
100

5,491,200
100
FocalTech Electronics,Ltd. 2
100

2
100
FocalTech Systems,Inc. 100 100
100

100
FocalTech Systems,Ltd. 2 100
2

100
FocalTech Electronics Co.,Ltd. 2,000,000 100
2,000,000

100
FocalTech Electronics(Shanghai)Co.,Ltd. Note 100
Note

100
FocalTech Electronics(Shenzhen)Co.,Ltd.
Note 100
Note

100
FocalTech Systems(Shenzhen)Co.,Ltd. Note 100
Note

100
FocalTech Smart Sensors Co.,Ltd. 12,179,708 69.93
12,179,708

69.93
Hefei PineTech Electronics Co.,Ltd. Note 100
Note

100
FocalTech Smart Sensors,Ltd. 19,593,050 69.93
19,593,050

69.93
Vitrio TechnologyCorporation 142,000
50

142,000
50

Note: The Company is a limited liability company, so there are no numbers for issued shares.

54

IV. Capital Overview

1. Capital and Shares

(1) Sources of Capital Stock

1. Formation process of Capital Stock

April 30, 2021; Unit: Thousand share; NT$ thousand

April 30,2021;Unit: Thousand share;NT$thousand April 30,2021;Unit: Thousand share;NT$thousand April 30,2021;Unit: Thousand share;NT$thousand
Period Price at
issuance
Authorized shares
capital
Paid in capital Remarks

Number
of Shares

Amount
Number
of
Shares
Amount Sources of Capital Stock Property other
than cash is
paid by
subscribers
Other
Mar.
2019
12.2~
17.24
500,000 5,000,000 298,743 2,987,432 Common share transfer
from employee stock
options: 1,025 thousand
Mar. 15, 2019-
Zhu-shang-tzu
No.1080007161
May
2019
12.2~
17.24
500,000 5,000,000 298,792 2,987,924 common share transfer
from employee stock
options: 492 thousand
May 22, 2019-
Zhu-shang-tzu
No.1080014570
Aug.
2019
12.2~
13.68
500,000 5,000,000 299,439 2,994,394 common share transfer
from employee stock
options: 6,470 thousand
Aug. 23, 2019-
Zhu-shang-tzu
No.1080024643
Dec.
2019
12.2 500,000 5,000,000 299,486 2,994,857 common share transfer
from employee stock
options: 463 thousand
Dec. 2, 2019-
Zhu-shang-tzu
No.1080034877
Feb.
2020
12.2~
17.24
500,000 5,000,000 299,676 2,996,759 common share transfer
from employee stock
options: 1,903 thousand
Feb. 25, 2020-
Zhu-shang-tzu
No.1090005750
May
2020
4.2~
28.3
500,000 5,000,000 299,907 2,999,069 common share transfer
from employee stock
options: 2,310 thousand
May 27, 2020-
Zhu-shang-tzu
No.1090014602
Aug.
2020
12.2~
24.51
500,000 5,000,000 299,995 2,999,949 common share transfer
from employee stock
options: 880 thousand
Aug. 19, 2020-
Zhu-shang-tzu
No.1090023661
Sep.
2020
10 500,000 5,000,000 210,023 2,100,228 Cash reduction
common share : 899,721
thousand
Sep. 14, 2020-
Zhu-shang-tzu
No.1090026694
Nov.
2020
12.2~
24.51
500,000 5,000,000 210,046 2,100,456 common share transfer
from employee stock
options: 228 thousand
Nov. 24, 2020-
Zhu-shang-tzu
No.1090033305
Mar.
2021
15.9~
36.8
500,000 5,000,000 210,353 2,103,532 common share transfer
from employee stock
options: 3,076 thousand
Mar. 3, 2021-
Zhu-shang-tzu
No.1100005620
Apr.
2021
10 500,000 5,000,000 216,102 2,161,022 issue restricted stocks for
employees: 57,490
thousand
May. 3, 2021-
Zhu-shang-tzu
No.1100012259
May.
2021
15.9~
36.8
500,000 5,000,000 216,277 2,162,769 common share transfer
from employee stock
options: 1,747 thousand
The employee
stock options have
been exercised in
2021Q1, but the
change registration
have not been
completed . It is
expected to be
completed in May,
2021.

55

Period Price at
issuance
Authorized shares
capital
Authorized shares
capital
Paid in capital Paid in capital Remarks Remarks Remarks

Number
of Shares

Amount
Number
of
Shares
Amount Sources of Capital Stock Property other
than cash is
paid by
subscribers
Other
Aug.
2021
15.9~
36.8
500,000 5,000,000 216,344 2,163,443 common share transfer
from employee stock
options:674 thousand
The employee
stock options have
been exercised in
April, 2021, but
the change
registration have
not been
completed . It is
expected to be
completed in
August,2021.
  1. Type of Stock
2.Type of Stock
April 30,2021;Unit: shares
Type of Stock Authorized shares capital Remarks
Outstandingshares Unissued stock Total
common shares 216,344,342 283,655,658 500,000,000 Listed shares

(2) Composition of Shareholders

April 26, 2021; Unit: shares

Composition of
Shareholders
Quantity


Government
Apparatus
Financial
Institution
Other Juridical
person
Individual Foreign
Institution and
Foreigner
Total
Number ofpersons 9
197

48,136

147

48,489
Shareholding (Shares) 7,278,384
31,829,629

126,051,061

51,185,268

216,344,342
Ratio of Shareholding (%) %
3.36%

14.72%

58.26%

23.66%

100.00%

Note: The above information is summarized from the shareholders' register on the latest transfer suspension date prior to the publication date of the annual report.

  • (3) Shareholding Distribution Status

1. Common Share Distribution Status

Shareholding Distribution Status
1. Common Share Distribution Status
Shareholding Distribution Status
1. Common Share Distribution Status
Shareholding Distribution Status
1. Common Share Distribution Status
Shareholding Distribution Status
1. Common Share Distribution Status
April 26,2021;Unit: shares
Holding share classification No. of Shareholders Shareholding Ratio of
Shareholding
1 to 999 16,563
2,467,989

1.14%
1,000 to 5,000 28,404
49,673,289

22.96%
5,001 to 10,000 1,886
14,518,154

6.71%
10,001 to 15,000 517
6,644,860

3.07%
15,001 to 20,000 299
5,552,510

2.57%
20,001 to 30,000 282
7,185,150

3.32%
30,001 to 50,000 202
7,871,877

3.64%
50,001 to 100,000 161
11,438,625

5.29%
100,001 to 200,000 77
11,307,013

5.23%

56

Holding share classification No. of Shareholders Shareholding Ratio of
Shareholding
200,001 to 400,000 39
11,260,191

5.2%
400,001 to 600,000 20
9,791,542

4.53%
600,001 to 800,000 11
7,660,249

3.54%
800,001 to 1,000,000 5
4,478,649

2.07%
1,000,001 and above 23
66,464,244

30.73%
Total 84,489
216,344,342

100.00%

Note: The above information is summarized from the shareholders' register on the latest transfer suspension date prior to the publication date of the annual report.

2. Preferred Share Distribution Status: N/A.

(4) List of Major Shareholders

If there are fewer than ten shareholders with a stake of five percent or greater, the names of shareholders, their numbers of shares, and the stake held by each shareholder ranking in the top ten in terms of shareholding percentage shall be listed:

If there are fewer than ten shareholders with a stake of five percent or greater, the names of
shareholders, their numbers of shares, and the stake held by each shareholder ranking in the top
ten in terms of shareholding percentage shall be listed:
If there are fewer than ten shareholders with a stake of five percent or greater, the names of
shareholders, their numbers of shares, and the stake held by each shareholder ranking in the top
ten in terms of shareholding percentage shall be listed:
If there are fewer than ten shareholders with a stake of five percent or greater, the names of
shareholders, their numbers of shares, and the stake held by each shareholder ranking in the top
ten in terms of shareholding percentage shall be listed:
April 26,2021;Unit: shares
Shares
Name of major shareholder

Shareholding
Ratio of Shareholding
Acer Incorporated 7,537,688 3.48%
CTBC Bank is entrusted with the custody of the securities
collective investment account issued by FocalTech
Systems Co., Ltd. to the Mainland China employees of
FocalTech Systems (Cayman) Co., Ltd. for the transfer,
subscription and allotment
6,734,632 3.11%
Ling-Chuan Ting 5,840,000 2.70%
Employee shareholding trust asset account of FocalTech
Systems Co.,Ltd. under CTBC Bank
5,641,503 2.61%
GWAA LLC 4,158,691 1.92%
Labor Pension Fund 3,708,000 1.71%
Standard Chartered Bank (Taiwan) Limited as custodian
of Credit Suisse Securities Limited
3,400,807 1.57%
Morgan StandleyCo. International PLC 2,851,981 1.32%
Investment Account of JP Morgan Chase Bank Taipei
Branch
2,768,303 1.28%
Labor Insurance Fund 2,424,000 1.12%
  • (5) Information on market price, net value, earnings and dividends per share in the most two year
Unit: NT$;Thousand shares Unit: NT$;Thousand shares Unit: NT$;Thousand shares Unit: NT$;Thousand shares
Item/Year 2019 2020 As of April 30,
2021(Note 5)
Market Price
Per Share
The Highest 27.3 102
247.5
The Lowest 19.55
22.45

79.2

57

Item/Year Item/Year 2019 2020 As of April 30,
2021(Note 5)
Average 23.28 38.64
135.01
Net Value Per
Share
Before distribution 26.66 37.28 41.3
After distribution 26.14
(Note 1)
Earnings per
share
Weighted average shares 276,714
254,897

199,649
Earningsper share(Note 7) -0.63
3.97

4.24
Dividend Per
Share
Cash dividends 0.50291032
(Note6)

(Note 1)
Stock
dividend
distribution
Retained Shares
Distribution
Capital reserve
Shares Distribution
Retained Dividends
Return on
Investment
Analysis
Price-to-Earnings Ratio(Note 2) -36.95
9.73

Price-to-Dividend Ratio(Note 3) 46.29
(Note 1)
Cash Dividend Yield Rate(Note 4) 2.16%
(Note 1)

Note 1: To be finalized upon the resolution of the shareholders’ meeting. Note 2: Price-to-Earnings Ratio = Average Share Price of the Year / Earnings per Share Note 3: Price-to-Dividend Ratio = Average Share Price of the Year / Cash Dividend per Share Note 4: Cash Dividend Yield Rate = Cash Dividend per Share / Average Share Price of the Year Note 5: Net value per share and earnings per share are based on the information reviewed by CPAs for the most recent quarter ended before the publication date of the annual report. The remaining columns show the information for the current year ended before the publication date of the annual report. Note 6: The distribution of cash dividends out of capital reserve. Note 7: The Company has not made any stock dividend distribution that is subject to retroactive adjustment.

  • (6) Dividend Policy and Implementation Status

  • Dividend policy as regulated in the Articles of Incorporation

In accordance with the Company’s Articles of Incorporation for earnings distribution, if the Company reports a profit at the end of the fiscal year, after paying taxes in accordance with the law, the Company shall make up for the accumulated deficit from previous years, then set aside 10% of such earnings as legal reserve, and set aside or reverse a special reserve as required by laws and regulations. If there is any remaining balance, the Board of Directors shall prepare a proposal for earnings distribution together with the unappropriated retained earnings.The proposal shall be submitted to the shareholders’ meeting for resolution, and the amount shall then be distributed to the recipients.

The Company’s dividend policy is to distribute not less than 10% of the annual earnings as dividends to shareholders in accordance with the Company’s current and future development plans, taking into account the investment environment, capital requirements, domestic and international competition, and the interests of shareholders. Dividends may be distributed to shareholders in cash or in shares, with cash dividends of not less than 10% of the total dividends. However, cash dividends of less than NT$0.50 per share may not be paid

  1. Status of the proposed dividend distribution at this shareholders’ meeting

58

The Company’s proposal for 2020 annual earnings distribution was resolved by the board meeting on April 28, 2021. The board meeting proposed distribution of the 2020 annual earnings in the amount of NT$700,000thousand in cash dividends to shareholders, with each share to be distributed in the amount of NT$3.32 based on the outstanding shares on March 31,2021. After the resolution of the shareholders’ meeting this year, the Chairman is authorized to set another Record Date.

  • (7) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: There is no stock dividend distribution proposed at this shareholders’ meeting, and thus this is not applicable.

  • (8) Employee, director and supervisor compensation

  • The percentage or scope of employee, director, and supervisor compensation in the Articles of Incorporation

In accordance with the Company’s Articles of Incorporation, if the Company makes profits in the fiscal year, the Company shall set aside not less than 1% of the Company’s annual profits as employee compensation, which shall be distributed in shares or cash by resolution of the Board of Directors, to employees of the Company’s subsidiaries who meet certain criteria that are authorized by the Board of Directors. In addition, the Company shall set aside not more than 1.5% of the Company’s annual profits as director compensation by the resolution of the Board of Directors. The compensation to employees and directors shall be reported to the shareholders’ meeting. However, the Company shall first reserve an amount to make up for the accumulated deficit beforehand (if any), then only allocate the compensation to employees and directors based on the aforementioned percentage.

  1. Basis for estimating the employee, director, and supervisor compensation amount, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy (if any) between the actual distributed amount and the estimated figure, for the current period:

The Company allocates no less than 1% and no more than 1.5% of the pretax income before deducting the amount of employee and director compensation, as employee and director compensation respectively for the fiscal year. In 2020, the net income attributable to owners of the Company is NT$1,011,992,036. It is proposed to allocate 9.4% and 0.6% of the Company’s profit for employee and director compensation, amounting to NT$123,450,390 and NT$7,213,921, respectively, all in cash. If there is any discrepancy between the estimated figure and the actual distributed amount approved by the Board of Directors, it will be recorded as profit or loss in the following fiscal year.

  1. Differences between the proposal for 2020 approved by the Board of Directors and actual distribution of employee bonus, director and supervisor compensation for the previous fiscal year, and the recognized employee bonus and director and supervisor compensation, reasons and the handling thereof:

59

Unit: NT$

Unit: NT$
Item Earning distribution of
2019
Earning distribution of
2020
Actual number of
distributions
Proposed distribution
approved by the board of
directors
Remuneration of Directors and Supervisors 7,213,921
Remuneration of employeecash 123,450,390
Remuneration of employeeshares
Percentage of Employee Compensation
Distributed in Shares as Proportion of the Total
Individual or Individual Financial Reports’
After-tax Net Income and the Total Employee
Compensation for the Period
Discrepancy between recognized and estimated
figures,and reasons and handlingthereof
None None

60

(9) Repurchase of Company shares

  • 1 Repurchase of the shares by the Company (exercised)

Apr. 30, 2021

Apr. 30,2021
Term of
Repurchase
First Second Third Fourth Fifth
Purpose of
Repurchase
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Period of
Repurchase
Sep. 3, 2015 to
Nov. 2, 2015
Apr. 29, 2016 to June
28, 2016

May 15, 2017 to July
14, 2017
July 27, 2018 to Sep.
26, 2018
Aug. 24, 2018 to Oct.
23, 2018
Price Range of
the Shares to Be
Repurchased
NT$17.01 to
NT$35.13 per
share. However,
the Company will
continue to
execute share
repurchases when
the Company’s
share price falls
below the price
range lower limit
in place for share
repurchases.
NT$19.67 to
NT$42.94 per share.
However, the
Company will
continue to execute
share repurchases
when the Company’s
share price falls
below the price range
lower limit in place
for share repurchases.

NT$21.98 to
NT$56.79 per share.
However, the
Company will
continue to execute
share repurchases
when the Company’s
share price falls
below the price range
lower limit in place
for share repurchases.

NT$17.68 to
NT$39.65 per share.
However, the
Company will
continue to execute
share repurchases
when the Company’s
share price falls
below the price range
lower limit in place
for share repurchases.

NT$17.22 to
NT$37.26 per share.
However, the
Company will
continue to execute
share repurchases
when the Company’s
share price falls
below the price range
lower limit in place
for share repurchases.
Type(s) and
Numbers of
Shares
Repurchased
Common share: 0
share
Common share:
5,000,000 shares
Common share:
6,808,000 shares
Common share:
8,000,000 shares
Common share:
7,689,000 shares
Monetary
Amount of
Shares
Repurchased
NT$0 NT$132,625,675 NT$245,812,665 NT$192,810,452 NT$192,095,557
Ratio of Shares
Repurchased to
Shares Planned
to be
Repurchased(%)
0.00%
100.00%

85.10%

100.00%

96.11%
Number of
Shares Canceled
and Transferred
Common share: 0
share
Common share:
5,000,000 shares
Common share:
6,808,000 shares
Common share:
7,997,683 shares
Common share:
7,591,742shares
Cumulative
Number of
Shares Held by
the Company
Common share: 0
shares
Common share: 0
shares
Common share: 0
shares
Common share:
2,317 shares
Common share:
99,575 shares
Proportion of
Company’s
Cumulative
Number of
Shares Held to
Total Shares
Issued(%)
0.00%
0.00%

0.00%

0.00%

0.05%

61

  • 2 Repurchase of the shares by the Company (still under execution): None

2. Issuance of corporate bonds: None

3. Preferred shares: None

4. Issuance of overseas depositary shares: None

5. Status of employee stock option plan

  • (1) Status of employee share warrants issued by the Company that have not yet matured
Type of Employee Share Warrants
Issued
Share warrants from former
FocalTech employees by
inheritance(Note 1)
Fourth (Period) Issuance
Date of Effective Registration from
the Competent Authority
Oct. 27, 2014 July 6, 2015
Issue(Execution)Date Oct. 27,2014 Sep. 2,2015
Number of Units Issued 11,697,976 2,800,000
Proportion of Subscribable Shares
to Total Issued Shares
5.41% 1.29%
Subscription Period April 29, 2010 to
June 24,2023
September 2, 2015 to
September 2,2025
Exercise Method New Common Share New Common Share
Duration and Percentage in which
Subscription is Restricted
(1) From the beginning of the
vesting period to the end of
one-year service period,
employees receive 25% share
warrants. For every six
months thereafter, they
receive 12.5% share warrants.
(2) The share warrants are
exercised in accordance with
theirperformance status.
Duration
2 years
3 years
4 years
Percentage
of
Exercisable
Shareholdi
ng
50%
75%
100%
Number of Shares that Have Been
Obtained Through Exercise of
Subscription Rights
8,773,977 1,562,750
Amount of Shares Subscribed NT$136,488,000 NT$19,981,000
Number of Unsubscribed Shares 264,599 289,000
Subscription Price Per Share of
Unsubscribed Shares
NT$5.46~NT$36.8 NT$15.9
Proporation of Unsubscribed Shares
to Total Issued Shares(%)
0.12% 0.13%
Effect on Shareholders’ Equity There is no significant effect on
share dilution for existing
common shareholders.
There is no significant effect on
share dilution for existing
common shareholders.

Note 1: Regarding share warrants from the former FocalTech employees by inheritance, in accordance with the merger agreement, the number of subscribable shares for each FocalTech share warrant is adjusted to the original number multiplied by the 4.8 conversion ratio, and the subscription price per share (rounding to two decimal places) is adjusted to the original subscription price divided by the 4.8 conversion ratio.

62

  • (2) Names and subscription status of managerial officers who have obtained employee share warrants and of the top ten employees in terms of the number of shares to which they have subscription rights through employee share warrants acquired, cumulative as of annual report publication date

1. Managerial officers who have obtained employee share warrants

April.26, 2021; Unit: NT$, shares

April.26,2021;Unit: NT$,shares April.26,2021;Unit: NT$,shares April.26,2021;Unit: NT$,shares April.26,2021;Unit: NT$,shares
Title Name Number of
Subscribable
Shares
Acquired
Percentage
of
Subscribable
Shares
Acquired to
Total Issued
Shares
Exercised Not exercised
Number of
Subscribable
Shares
Price of
Subscribable
Shares
Amount of
Subscriba
ble Shares
Percentage
of
Subscribable
Shares to
Total Issued
Shares
Number of
Subscribable
Shares
Price of
Subscribable
Shares
Amount of
Subscribab
le Shares
Percentage
of
Subscribable
Shares to
Total Issued
Shares
CEO and
President
Genda Hu 1,940,000 0.90% 1,678,000 NT$1.63~
NT$15.90
17,087
,000
0.78% 238,000 NT$5.46~
NT$22.42
3,878,000 0.11%
Executive Vice
President
He-Nien Yang
Executive Vice
President
Jui-Cheng
Hsu(Note1)
Executive Vice
President
Ching-Kai
Chang
Executive Vice
President
Wei-Ching
Hou
Executive Vice
President
Hsiao-Hsu Tu
Business
Assistant
Executive Vice
President
Lien-Kuo
Wang
Business
Assistant
Executive Vice
President
Te-Chih Kung
Deputy
Executive Vice
President
Ching-Hsing
Chang (Note2)
Deputy
Executive Vice
President
Chun-Fu
Wang
Deputy
Executive Vice
President
Po-Sheng
Shih(Note3)
Deputy
Executive Vice
President
Cheng-Yi
Hsieh (Note 4)
CFO James Liao

Note 1: Resigned and transferred to the affiliate on Sep. 30, 2020. Returned on Feb. 1, 2021.

Note 2: Resigned on Jan. 24, 2020, and returned on Feb 8,2021. Note 3: Resigned and transferred to the affiliate on Sep. 30, 2020. Returned on Jan. 16, 2021.

Note 4: Resigned and transferred to the affiliate on Sep. 30, 2020. Returned on Jan. 16, 2021.Resigned on Mar. 3, 2021.

63

  1. Names of the ten employees holding employee subscription warrants authorizing purchase of the most shares

April 26, 2021; Unit: NT$, shares

April 26,2021;Unit: NT$,shares April 26,2021;Unit: NT$,shares April 26,2021;Unit: NT$,shares April 26,2021;Unit: NT$,shares
Title Name Number of
Subscribable
Shares
Acquired
Proportation
of
Subscribable
Shares
Acquired to
Total Issued
Shares
Exercised Not exercised
Number of
Subscribable
Shares
Price of
Subscribable
Shares
Amount of
Subscribable
Shares
Proportation
of
Subscribable
Shares to
Total Issued
Shares
Number of
Subscribable
Shares
Price of
Subscribable
Shares
Amount of
Subscribable
Shares
Proportation
of
Subscribable
Shares to
Total Issued
Shares
Senior Manager Chuan Ting 1,342,292 0.62% 1,211,292 NT$1.75~
NT$36.8
20,238,000 0.56% 131,000 NT$15.9~
NT$36.8
3,272,000 0.06%
Vice General
Supervisor
Chin-Cheng
Tien
General
Supervisor
Ta-Chun Wu
Senior Manager Hua Lee
Senior Tech.
Manager
Chen-Wei
Lee
Manager Shen Lee
Senior
Manager(Note1)
Chun-Yu
Chiu
Vice Director Kuan-Hua
Liao
General
Supervisor
Hsin-Hsi
Chiang
Senior Manager Wen-Yung
Lung

Note1: Resigned on Apr 1, 2021

64

6. Status of employee restricted stock shall include the following:

  • (1) Status of new restricted employee shares issued by the Company that are not yet mature:
Apr. 26,2021 Apr. 26,2021
Type of New Restricted Employee Shares Issued Third(period)Issuance
Date of Effective Registration from the
Competent Authority
August 12, 2020
Issue Date April 20,2021
Number of New Restricted Employee Shares
Issued
5,749,000 shares
Issue Price NT$10per share
Proportion of New Restricted Employee Shares
Issued to Total Issued Shares
2.66%
Vesting Conditions of New Restricted Employee
Shares
The proportion of shares subject to the vesting
conditions (namely, that employees are still in
service, have served in good faith, and have not
violated the Company’s labor contract, work
regulations, or the Company’s employee
management regulations), after the end of each
of the following vesting periods from the date of
new restricted employee share allotment, are as
follows:
2 years of service after share allotment: 50% of
the number of allotted shares.
3 years of service after share allotment: 25% of
the number of allotted shares.
4 years of service after share allotment: 25% of
the number of allotted shares.
Restricted Rights of New Restricted Employee
Shares
1. Prior to the fulfillment of the vesting
conditions set forth in the preceding Article,
employees shall not sell, pledge, transfer, give
to others, create, or otherwise dispose of the
new restricted employee shares allotted under
this Regulation.
2. The rights to attend, propose, speak, vote, and
elect at shareholders’ meetings of new
restricted employee shares issued under this
Regulation shall be the same as those of the
Company’s issued common shares until the
vesting conditions set forth in the preceding
Article are met, and shall be exercised in
accordance with the Trust Deed or other
custodian methods as otherwise determined
bythe Company.

65

3. Before the new restricted employee shares
issued under this Regulation meet the vesting
conditions set forth in the preceding Article,
the allotment of shares (including dividends
of common shares and reserve transferred to
capital increase) and dividends (including
cash dividends and cash allotment of capital
reserves) derived from such new shares will
not be subject to the same restrictions as the
new restricted employee shares issued in the
year.
4. If the new restricted employee shares are
issued to an employee who is an ROC
national, the employee shall deliver the shares
to a trustee institution designated by the
Company for safekeeping immediately after
being granted, and shall continue to deliver
the shares to the trustee institution for
safekeeping until the fulfillment of the vesting
conditions, unless otherwise specified in this
Regulation. If the granted employee is a
national of another country, the granted shares
shall be held in trust of the Company
appointed for thatpurpose.
Custody Status of New Restricted Employee
Shares
All shares are held in trust
Measures to be Taken when Employees Have Not
Met the Vesting Conditions After Being Granted
or SubscribingNew Shares
The shares allotted were bought back by the
Company at the original issue price and were
canceled.
Number of New Restricted Employee Shares that
Have Been Redeemed or Bought Back
0
Number of New Restricted Employee Shares
Regarding Which the Restrictions on Rights Have
Been Released

0
Number of New Restricted Employee Shares
Regarding Which the Restrictions on Rights Have
Not Been Released

5,749,000 shares
Proportion of New Restricted Employee Shares
Regarding Which the Restrictions on Rights Have
Not Been Released to the Total Issued Shares(%)

2.66%
Effect on Shareholders’ Equity There is no significant effect on share dilution
for existingcommon shareholders.

66

(2) Names and acquisition status of managerial officers who have acquired new restricted employee shares, and of the top ten employees in terms of the number of new restricted employee shares acquired, cumulative as of the publication date of the annual report:

April 26, 2021

April 26,2021 April 26,2021 April 26,2021 April 26,2021
Job Title
(Note 1)
Name Number
of New
Restricted
Employee
Shares
Acquired


Proportion
of New
Restricted
Employee
Shares
Acquired
to Total
Issued
Shares
(Note 4)
Restrictions on Rights Released(Note 2) Restrictions on Rights Not Released(Note 2)
Number of
Shares in
which the
Restrictions
on Rights
Have Been
Released

Issue Price
Issue
Amount
Proportion
of Shares in
which the
Restrictions
on Rights
Have Been
Released to
the Total
Issued
Shares
(Note 4)


Number of
Shares in
which the
Restrictions
on Rights
Have Not
Been
Released

Issue
Price
Issue
Amount
Proportion
of Shares in
which the
Restrictions
on Rights
Have Not
Been
Released to
the Total
Issued
Shares
(Note 4)
Managerial
Officers
CEO and
President
Genda Hu 1,320,000

0.61%
1,320,000 NTD10 13,200,000
0.61%
CFO James Liao
Executive
Vice
President
Wei-Ching
Hou
Executive
Vice
President
He-Nien Yang
Executive
Vice
President
Jui-Cheng
Hsu
Executive
Vice
President
Sung-Tsan
Chiang
Executive
Vice
President
Pei-Tzu Wu
Executive
Vice
President
Hsiao-Hsu
Tu
Business
Executive
Vice
President
Ching-Suo
Wang

Business
Assistant
Executive
Vice
President
Lien-Kuo
Wang
Business
Assistant
Executive
Vice
President
Te-Chih
Kung
Senior
Deputy
Executive
Vice
President
Ching-Hsing
Chang
Deputy
Executive
Vice
President
Cheng-Tao
Chuang
Deputy
Executive
Vice
President
Po-Sheng
Shih
Corporate
governance
officer

Li-Hsin
Yang

67

Employees Senior
General
Supervisor
Yun-Hua
Wang
540,000 0.25% 540,000 NTD10 5,400,000 0.25%
General
Supervisor
Da-Chun
Wu
Senior
Manager
Wen-Jun
Zhang
Director Wei-Quan
Zhang
Director Ming-Yu
Chen

Deputy
Executive
Vice
President
Jun-Qin
Huang
Director Wei-Zhang
Huang
Vice
General
Supervisor
Jun-Qiao
Liu
General
Supervisor
Guo Liu
Director Hong-Ren
Jian

7. Status of new share issuance in connection with mergers and acquisitions: None.

8. Funding plans and implementation: N/A.

68

V. Operational Highlights

1. Business activities

  • (1). Scope of business

  • Major businesses

The development and sales of display driver, touch, and fingerprint recognition human-machine interface solutions, including the design, manufacturing, consulting and services of the software and hardware required by the aforementioned solutions.

  1. Proportion of operation 2020 : 100% from human-machine interface application ICs

  2. Current products (services) of the company

  3. (1). Integrated driver controller (IDC)

  4. (2). TFT-LCD panel driver IC

  5. (3). Capacitive touch IC

  6. (4). Fingerprint recognition IC and module

  7. (5). AMOLED panel driver IC

  8. (6). Automotive and industrial control IC

  9. New products or technologies to be developed by the company

  10. (1). Integrated driver controller (IDC)

  11. A. IDC products that support C-phy interface

  12. B. Develop COG ultra-narrow bezel products

  13. C. High frame rate applies IDC technology

  14. D. IDC IC development that supports active stylus

  15. E. IDC product development for notebook computer panel applications

  16. (2). TFT-LCD panel driver IC

  17. A. Development of IC for special-purpose panels (such as digital cameras and other special-purpose electronic products)

  18. B. Special driver IC for transparent display panels

  19. (3). Capacitive touch IC

  20. A. Development of TFT panel capacitive active stylus technology

  21. B. Development of TFT panel ultra-fine tip passive stylus IC

  22. C. Development of AMOLED panel touch technology with multi-finger and high touch reporting rate

  23. D. Development of the finger and stylus touch integration technology for flexible panel

  24. (4). Fingerprint recognition IC and module

  25. A. High-sensitivity optical fingerprint recognition IC and corresponding optical collimator and lens

  26. B. Optical fingerprint recognition algorithm

  27. C. Development of ultra-thin optical fingerprint technology

  28. D. Research and development of ultra-narrow side-mounted capacitive fingerprint recognition technology

  29. E. Curved and narrow side-mounted capacitive fingerprint recognition IC

  30. F. Active capacitive fingerprint recognition IC (MOC)

  31. (5) . AMOLED panel driver IC

  32. A. FHD + RAM display driver IC for mobile phones

69

  - B. Wearable and low-power consumption Integrated Driver controller (IDC)

  - C. Development of high-efficiency demura data processing technology

  - D. Development of driver IC technology for foldable ultra-high-resolution 4K panel
  • (6). Automotive and industrial control ICs

    • A. Development and promotion of IDC ICs for cars

    • B. Highly reliable circuit architecture

    • C. Development of ICs that support the cascaded architecture for large-size automotive panel applications

  • (7). Human-machine interface module for notebook computer

    • A.Development of touchpad technology that integrates touch and fingerprint recognition
  • (8). Physiological monitoring technology

    • A. Development of PPG heartbeat and arrhythmia detection algorithm

    • B. Development of non-binding blood pressure measurement technology

  • (2). Industry Overview

  • Current status of human-machine interface related industries

With the advancement of communication technology, human-machine interface technology and applications will continue to expand, bringing more added value. Currently, 5G technology is ready and getting popular, which will generate substantial growth for applications such as portable mobile devices (Mobile Internet), automobiles (IoT), and industrial controls (IoT).

According to the research report of Research And Markets, since 5G technology started to gain popularity in 2020 and promoted the transformation of the digital society, it is estimated that the global 5G market will rise to US$ 251 billion in 2025, and the compound annual growth rate (CAGR) from 2020 to 2025 will reach as high as 97%. After the popularization of 5G technology, it will provide larger and faster communication bandwidth for portable mobile devices and IoT (Internet of Things) applications, offering more business opportunities for the industry.

Based on the current market demand for portable mobile devices, it is estimated the first wave of 5G devices in 2020 came from the replacement of 4G. The market size of smartphones is about US$ 11.3 billion, and that of tablets is US$ 860 million. From the perspective of the demand for IoT, currently, the development of the IoV (Internet of Vehicles) is relatively fast. Since IoV services are provided by mobile communication access modules, the faster the transmission of data, the greater the demand of consumers in in-vehicle display and human-machine interface.

  • (1) Current status of the portable mobile device panel driver IC and touch IC industries:

Portable mobile devices include mobile phones, laptops, tablets, etc., among which smartphone is the majority. Due to the advancement of the aforementioned industries, the growth of smartphone panels has been significantly promoted. Furthermore, the requirements for panels are different from those in the past; they are incorporated not just for making call, but brining new functions for multimedia. In addition, the development of mobile phone displays has been directed towards large screen size and high resolution. To enhance user experience for

70

consumers, the technical specifications of products are improved continuously, adding fuel to the supply chain to open up new business opportunities.

Consumers continue to expect mobile phones display to be larger, thinner, and bezel-free. Therefore, full-screen mobile phones have become the current trend. However, the requirement for full-screen display has reduced the frame design space for mobile phones, allowing integrated IC to become the mainstream. The integration of in-cell panels can enhance the added value of products, provide complete product solutions to brand customers, and help simplify the complex supply chain of traditional mobile phone assembly. Therefore, the IDC IC integrated with touch IC and display driver is quickly accepted by the TFT panel supply chain. With the maturity of the technology, TFT panel yield as well as production capacity is promoted to benefit the panel price, accelerating the penetration rate of IDC.

The foundry capacity of IDC was adequate in 2020. To achieve higher screen-to-body ratio and increase the screen frame rate, mobile phone manufacturers adopted the IDC solution. Therefore, the annual shipment volume in 2020 was close to 700 million units. It is expected that the annual shipment volume in 2021 will reach as high as 770 million units.

Figure 5-1: Global shipment volume of smartphones that adopt IDC from 2018 to 2021

==> picture [391 x 162] intentionally omitted <==

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

IDC shipment volume (M units)
----- End of picture text -----

Source: Prepared by FocalTech in February 2021

In addition to TFT in-cell display technology, AMOLED is also one of the main display technologies that are adopted by smartphones and recognized by the industry. In terms of the technological development of AMOLED panel manufacturers, the current shipments are mostly based on rigid AMOLED. However, with international big companies, such as Samsung and Apple, starting to use flexible AMOLED panels in high-end models (i.e., model S and Note series for Samsung), the majority of new production capacity of AMOLED panel manufacturers is switched to flexible display. From the perspective of panel resolution, the panel resolution of major mobile phone brands currently on the market is FHD+, with only a few flagship models have panel resolution of WQHD+. In addition, many brand manufacturers have begun to promote

71

foldable AMOLED mobile phones.

As the in-cell technology is still immature, the touch function of AMOLED panels is based mainly on on-cell technology, which is further divided into on-cell technology for rigid panels and on-cell technology for flexible panels. With the increase of AMOLED's market share in mobile phone panels, on-cell technology has become the largest touch technology besides TFT in-cell technology.

According to the report of Omdia Touch Panel Market Tracker, TFT in-cell touch panels accounted for 50.7% of the overall smartphone market in 2020, while AMOLED on-cell touch panels accounted for 33.9% of the overall smartphone market. The percentage of traditional out-cell capacitive touch display was reduced to less than 15%.

Figure 5-2: Percentage of various touch screen technologies adopted by mobile phone display

==> picture [346 x 81] intentionally omitted <==

Source Omdia Touch Panel Market Tracker report (Q3 of 2020)

In addition to smartphones, touch and display-related technologies have gradually expanded to the automotive industry. In 2020, impacted by the COVID-19 epidemic, the shipment of automotive panels was dropped sharply from a positive growth estimate to a double-digit decline, returning to the level in 2016. However, as the epidemic eases, the shipment is expected to recover gradually.

Figure 5-3: Automotive display panel shipment forecast

==> picture [391 x 225] intentionally omitted <==

Source Omdia Touch Panel Market Tracker report (Q3 of 2020)

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A car will be equipped with multiple display screens; therefore, the growth of automotive display panels will be higher than that of other car body parts. It can be seen from Figure 5-4 that, regardless of the tile-type or one-piece display, the display screens in cars will become bigger or increase, and the growth of the required driver and touch IC will be multiplied. Furthermore, automotive ICs will pay more attention to safety, and the development as well as implementation time is longer, suggesting that the development difficulty is greater than that of general consumer products.

Figure 5-4: Type of automotive display

==> picture [339 x 248] intentionally omitted <==

As for devices such as tablets, notebooks, and wearables, human-machine interface will also be added in the future to provide better user experience for consumers. A highly integrated IDC solution or a more power-saving AMOLED integration solution can make the module architecture lighter and thinner, which helps to control the cost of the module, further accelerating the introduction and adoption of more devices.

(2) Fingerprint recognition IC industry:

Biometric identification are mainly used in consumer electronics (smartphones, notebook computers, wearable devices, smart cards, smart homes, etc.), industry (automotive, office access, medical, retail, finance, etc.), homeland security (government, security, military departments, etc.) and other devices. With the popularization of mobile Internet applications and the rapid growth of 5G in 2020 as well as the coming of the electronic transaction era, the risk of using traditional password authentication is increasing. The application of biometric authentication can effectively solve the security problem. Therefore, related technologies have been developed rapidly in recent years. ABI Research predicts that the total output value of the global biometrics market will exceed US$ 10 billion in 2021.

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Biometric authentication is mainly based on fingerprint recognition technology, which has been developed rapidly since its adoption by Apple’s iPhone 5S, making fingerprint unlocking the standard feature of smartphones. After mobile payments such as Apple Pay, Google Pay and Mi Pay were launched, the importance of fingerprint recognition IC that can enhance the security of mobile payments has been highlighted.

Fingerprint recognition technology can be divided into optical, capacitive and ultrasonic types. Since capacitive-type fingerprint recognition are well developed, products based on such technology have the largest number of shipments. The technology is mainly used in mobile phones with TFT panels. However, after 2018, mobile phone displays have entered the full-screen era due to the increasing screen-to-body ratio, making the traditional "Home button + capacitive" fingerprint recognition unable to meet the needs. For this reason, optical-type and ultrasonic-type fingerprint recognition technologies have been developed, which are mainly used for in-display fingerprint mobile phones. Compared with ultrasonic fingerprint recognition, optical in-display fingerprint recognition has cost advantage. Moreover, the technology is well developed, allowing it to surpass ultrasonic-type fingerprint recognition in terms of applications. Currently, optical in-display fingerprint recognition has been commercially used by mobile phone brand manufacturers. The application of optical fingerprint recognition to smartphones is only feasible when combined with OLED display. So far, there is no in-display fingerprint recognition available for TFT LCD panel.

  • (3) Industry for physiological monitoring products:

The impact of the COVID-19 outbreak has boosted the demand for medical equipment. Epidemic-prevention materials, rapid screening reagents, medical equipment for disease diagnosis, such as thermometers, physiological monitoring devices, epidemic-prevention robots, and remote health monitoring devices, have all gained tremendous attention. To ensure the safety of public health and epidemic prevention, medical services may be carried out in the form of distance diagnosis, telemedicine, and in-home medical treatment. This will increase the demand for personalized medical equipment and services, making manufacturers to produce small volume and customized products. On top of that, more and more people prefer to work from home, and people are aware of the importance for health monitoring, which is expected to promote the growth of wearable, portable or in-home physiological monitoring devices.

  1. Correlation between upstream, middle-stream and downstream of the industry IC industry chain can be divided into

  2. A Upstream: IC design design house

  3. B Middle-stream: Mask and wafer production (foundry/IDM)

  4. C Downstream: Bumping, wire bonding, testing and package

The IC industrial structure is consisted of design, manufacturing (process),

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gold bumping, testing and package. IC design companies do not have their own production equipment. Therefore, their wafer fabrication is conducted by professional wafer foundries and the followed by processes including gold bumping, wire bonding, packaging, and complete IC functional tests after preliminary inspection based on the types of products. The package of driver ICs is different from regular ICs. In the past, most of the driver ICs for small and medium-sized panels were carried out based on the COG approach. In recent years, due to the increasing popularity of the full-screen display, the driver ICs for some panels have been carried out based on the COF approach.

3. Market trend of Company’s products

(1) Portable mobile device panel driver IC and touch IC:

Although the displays of smartphones in 2020 were equally shared by AMOLED, TFT a-si, and TFT LTPS panels, with the increasing production capacity of AMOLED, some intermediate-level models have begun to use AMOLED panels, which may gradually suppress the growth of LTPS LCD panels in the future. In response to the threat of AMOLED, TFT panel manufacturers will continue to increase the frame rate or adopt the LTPS Mux6 technology to make TFT panels more competitive comparing with AMOLED.

According to the data shown in Figure 5-5, although the growth of AMOLED panel shipment for mobile phone was limited in 2020, there will be substantial growth in the future.

Figure 5-5: Estimated shipments of OLED panels for mobile phones

==> picture [324 x 214] intentionally omitted <==

Source Omdia Touch Panel Market Tracker report (Q3 of 2020)

In the long run, with the increasing of AMOLED production capacity and the improvement of yield panel manufacturers in China, AMOLED will gradually take over the market share of TFT LCD. AMOLED has several advantages including compact, light weight, self-emitting display (without the need of backlight), high color saturation, wide viewing angle, high contrast, fast response time, low energy consumption, and the possibility to realize flexible display, many of which are difficult to achieve with TFT LCD panels.

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Therefore, it is expected that after 2023, AMOLED will keep pace with TFT panels. For this reason, the development of AMOLED driver and touch screen related technologies as well as products will become particularly important and urgent.

Although the display panels for tablets and notebooks have not been significantly shifted from TFT LCD to AMOLED, the epidemic has increased the demand for working from home or learning from home. As a result, stylus will become a standard feature for panels in the future.

The power-saving requirement to driver ICs or IDC used in the aforementioned handheld mobile devices is increasing gradually. As a result, the production will be evolved towards low power consumption. For this reason, process miniaturization will be adopted to reduce IC power consumption, forcing IC suppliers to consider 12-inch wafers so that more advanced processes for wafer fabrication (i.e., 55-nm and 40-nm processes) will be developed.

(2) Fingerprint recognition IC:

As far as technology is concerned, even though the evaluation of FRR (False Rejection Rate) and FAR (False Acceptance Rate) showed promising results in 3D face recognition, the current 3D structured light face recognition module still requires the use of IRGS Camera+DOT Projector, resulting in higher costs. If there is room for cost reduction in the future, 3D face recognition can only have the chance to compete with the fingerprint recognition market. Moreover, due to the COVID-19 epidemic, people are wearing masks in many occasions, which further affects the performance of face recognition. Therefore, fingerprint recognition technology will continue to dominant the biometric recognition market with its advantages of stable performance, rapid response, lower cost, and mature technology.

In the future, fingerprint recognition technology will develop towards side-mounted capacitive fingerprint solution and optical in-display fingerprint solution. The side-mounted capacitive fingerprint solution is low in cost, but the required algorithm is more difficult, where as the in-display fingerprint solution is easy to operate, adaptable to various environment, conforming with the traditional operation habits of users, and compatible with flexible/rigid OLED display, continuing to win the favor of high-end mobile phones.

(3) Physiological monitoring products:

Medtronic, a major international medical equipment manufacturer, is most active in the research and development of new medical equipment. It is a global leader in medical care for treating diabetic patients and offering cardiovascular monitoring solutions. In 2020, the Food and Drug Administration, MOHW (Ministry of Health and Welfare) approved the medical equipment application for Apple's "ECG App" and "Arrhythmia Notification App", allowing complicated ECG measurement to be performed in everyday life. Apple’s App can also measure blood oxygen concentration. However, the measurement

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is limited to general fitness and health purposes and cannot be used for medical purposes. The mobile devices of Samsung, Huawei, and Fibit are capable of measuring blood oxygen as well. Nevertheless, there is currently no smart watch with blood oxygen measurement that can pass the U.S. Food and Drug Administration (FDA) medical certification. Google has completed the acquisition of Fitbit in January 2021, implying that Google’s smart wearable device will compete with that of Apple and Samsung in the future.

Currently, smart wearable or portable non-invasive health monitoring sensors can be used to measure temperature, heartbeat, blood oxygen, and other vital statistics. They can also provide services for remote drug management, which will be beneficial for monitoring insulin use in diabetic patients.

4. Product Competition

(1) Portable mobile device panel driver IC and touch IC:

For smartphone application, there are two types of TFT panels, namely a-Si and LTPS. Currently, both of them have adopted the in-cell solution of IDC. HD (1280x720) a-Si and FHD (1920x1080) LTPS are the two major panel specifications. FocalTech is one of the earliest companies to develop the IDC technology, and its products cover various resolutions including HD, FHD and QHD for both a-Si and LTPS panels. The major competitors in this field include Synopsys, Novatek, Himax Technologies, and Ilitek.

In addition to smartphone application, FocalTech's IDC solution for TFT in-cell tablet is currently in the leading position in terms of technology. Since FocalTech has exclusive technologies and substantial production capacity as well as experience, it continues to widen the gap with its competitors, becoming one of the most important suppliers for the market in 2020. It is expected that the shipments will continue to grow in 2021. Moreover, FocalTech also incorporated the active stylus function into tablets to continue its leading position in this application.

For AMOLED panels, currently, Samsung has the largest shipment. Its leading position in terms of shipment is expected remain before 2021, accounting for more than 80% of the total AMOLED panel shipments around the world. FocalTech has taken the initiative to engage in the development of AMOLED driver IC, expecting to join the supply chain of Korean manufacturers which was mainly relied STMicroelectronics. For touch IC, FocalTech is one of the few manufacturers around the world who are capable of mass-producing on-cell touch ICs. FocalTech has entered into the Korean supply chain, which will definitely benefit the company's revenue and profitability.

Besides smartphones and tablets, FocalTech also applied the display driver IC, touch IC and other human-machine interface solutions to wearable, and automotive devices. In addition to achieving compact and light-weight structure demanded by the market, it also

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helps to control the overall panel module costs, meeting the expected prices of the market.

(2) Fingerprint recognition IC:

Since 2018, fingerprint recognition IC manufacturers have been intensively investing in technology R&D, resulting in the successful development of the in-display fingerprint recognition technology. Currently, major suppliers of capacitive fingerprint recognition sensors include FocalTech, FPC, Goodix, and EgisTec, while the major supplier of ultrasonic in-display fingerprint recognition sensor is Qualcomm. The in-display optical fingerprint recognition technology is dominated by manufacturers such as Goodix, EgisTec, and Silead. Although Synopsys has launched optical fingerprint recognition product before, the research and development focus currently has been shifted to other products.

FocalTech also actively engaged in the development of optical in-display fingerprint recognition IC, optical devices and algorithms. In addition to the current mainstream lens technology, FocalTech also invested in the development of ultra-thin optical in-display fingerprint recognition technology, providing solutions for full-screen display and competing in the market of fingerprint recognition.

(3) Physiological monitoring products:

In 2019, a biomedical technology company in Israel, Biobeat, announced that it will provide household-use blood pressure, heart rate, oxygenation patches and watches to home use, medical institutions and long-term caring centers. The equipment has obtained the 510K input permit from the Food and Drug Administration (FDA) of the United States, hoping to provide solutions for the remote monitoring of the patient's life signs and the cloud health care. The Freescan (cuffless sphygmomanometer) developed by Maisense Taiwan can directly measure blood pressure through pulse reading technology, allowing users to easily manage blood pressure data. The device has been launched to the European market. Although the product mentioned above has made technological breakthroughs, there are still many challenges in terms of usage and price that need to be overcome, preventing it to become a hot-selling product in the market. Since 2017, FocalTech has started to develop physiological monitoring products mobile phones, and has collaborated with National Taiwan University Hospital to jointly develop quick screening software for Arrhythmia. The quick screening software was submitted to the Ministry of Health and Welfare for registration and approval in 2020. In the future, FocalTech will collaborate with National Taiwan University Hospital to carry out a large-scale community screening by using this software, which will be the pioneer to achieve early discovery of heat disease in Taiwan. In addition, the development of a mini-wireless cuffless heart rate and blood pressure monitoring module with medical-grade accuracy will begin this year, which will allow users to measure their physiological data anytime, making blood pressure measurement simple and easy.

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(3). Technology and R&D status

  1. Most-recent-year R&D expenses calculated up to the date of release of this annual report
(3). Technology and R&D status
1. Most-recent-year R&D expenses calculated up to the date of release of this
annual report
(3). Technology and R&D status
1. Most-recent-year R&D expenses calculated up to the date of release of this
annual report
(3). Technology and R&D status
1. Most-recent-year R&D expenses calculated up to the date of release of this
annual report
(3). Technology and R&D status
1. Most-recent-year R&D expenses calculated up to the date of release of this
annual report
Unit: NT$thousand
Item
2019
2020
Q1 of 2021
R&D expenses(A)
1,551,946
1,636,018
476,900
Net
operating
revenue(B)
9,160,261
13,800,348
4,349,854
(A)/(B)
16.94%
11.85%
10.96%
Item 2019 2020 Q1 of 2021
R&D expenses(A) 1,551,946 1,636,018 476,900
Net
operating
revenue(B)
9,160,261 13,800,348 4,349,854
(A)/(B) 16.94% 11.85% 10.96%
  1. Successfully developed technologies or products

After years of effort in R&D and insistence on the idea to deliver innovative and leading technological services to customers, FocalTech has gradually established a number of technological achievements that lead in the industry. These achievements are summarized in the following table

(1).TFT-LCD driver IC

(1).TFT-LCD driver IC
R&D items orproducts Applications
Dynamic Contrast Ratio (DCR) TVMonitorMobilephone
Dynamic Gamma Control (DGC) TVMonitorMobilephone
Black Frame Insertion (BFI) TVMonitorMobilephone
Generation III Overdriving(OD) TVMonitorMobilephone
Color Tracking TVMonitorMobilephone
Tcon supporting120Hz FHD TV
170MHz LVDS interface TVMonitor
MIPI-DSI interface Mobilephone,Tablet PC
MDDI interface Mobilephone
eDP interface Tablet PCNB
C-PHY interface Mobilephone
Dynamic backlight control Mobilephone
12-bit color depthprocessing Mobilephone
Ambient light sensor control Mobilephone
Automatic adaptivepower system MobileNB
Multi-channel source driver MonitorNB
Cascade source driver UMPCDigital Photo Frame
Tablet PCNB
Adaptive Image Enhancement(AIE) NB,Tablet PC,Mobile Phone
CleverColor Mobile Phone,NB,Tablet PC
White Adjustment(WA) Mobile Phone,Tablet PC

(2). Capacitive touch IC

(2). Capacitive touch IC
R&D items orproducts Applications
Double area Trangle Pattern Mobilephone
Single Layer Sensor for Mutual-capSLM MobilephoneTablet

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R&D items orproducts Applications
Single Chipfor 15.6 inchpanel MobilephoneTabletNB
One Glass solutionOGS MobilephoneTabletNB
Oncell touch MobilephoneTablet
Wake-upGestureWG MobilephoneTablet
Single Layer Sensor on cell MobilephoneTablet
Integrated Driver ControlIDC Mobilephone
Auto-Celebration MobilephoneTabletNB
Full-Screen Common-mode Scanning MobilephoneTabletNB
Frame Touch Mobilephone
ProximitySensing Mobilephone
Narrow Board Sensor MobilephoneTablet
All ITO Sensor Pattern Mobilephone
Force Engine Mobilephone
Two Pressure Touch Detect Mobilephone
Waterproof system MobilephoneTabletNB
High ReportingRate Detection AMOLED mobilephone

(3) Integrated touch and display driver IC

R&D items orproducts Applications
A-Si Dual Gate COG/COF HD IC solution Mobilephone
A-Si Single Gate COG HD IC solution Mobilephone
LTPS MUX 1:6 FHD COG/COF IDC IC
solution

Mobile phone
LTPS MUX 1:3 FHD COG/COF IDC IC
solution

Mobile phone
A-Si Cascade IDC IC solution Tablet
A-Si Automotive IDC IC solution Automotive
LTPS Automotive IDC IC solution Automotive
LTPS NB IDC IC solution NB
AMOLED Wearable IDC IC solution Wearable
High Frame Rate Solution Mobilephone

(4).Fingerprint recognition IC

(4).Fingerprint recognition IC
R&D items orproducts Applications
Coating type of capacitive fingerprint
recognition IC
Mobile phone
Ceramic
covered
or,
glass
covered
capacitive fingerprint recognition IC

Mobile phone
Active narrow side-mounted capacitive
(including
flat
and
curved
surface)
fingerprint recognition IC


Mobile phone
Active capacitive fingerprint recognition IC
MOC
Notebook
Optical in-displayfingerprint recognition IC Mobilephone
Development of lens,collimator optics and Mobilephone

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R&D items orproducts Applications
algorithms

(5). AMOLED driver IC

(5). AMOLED driver IC
R&D items orproducts Applications
Global and Local Auto current limit (ACL) MobilephoneWearable
Always on Display(AOD) MobilephoneWearable
Dynamic ELVSS MobilephoneWearable
SPR Compensation MobilephoneWearable
Dynamic Gamma Control MobilephoneWearable
Demura MobilephoneWearable
IR Drop MobilephoneWearable
Partial Area Gamma MobilephoneWearable
Super RAM Solution Mobilephone

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

FocalTech pursues sustainable development, regularly monitor and evaluate the risk and opportunities of the organization's internal and external issues (such as future industrial development as well as the overall economic environment and trends) proposed by stakeholders, serving as the reference and basis for the company's social responsibility and future operation plan. Through the formulation of long-term and short-term plans, the company's future management direction will be determined. The quality as well as the environment, health and safety management system will be improved continuously to ensure that the expected results and effectiveness can be achieved. Potential emergency and impact will be identified to prevent or reduce unexpected effect, better understanding the involved risks and opportunities to solve the company's problems, which in turn improves the company’s competitiveness. The short-term and long-term plans of the company are explained as follows

1. Short-term development plan

(1). Marketing strategy

  • A. Strengthen services and businesses of the existing customers and play the role of long-term strategic partner.

  • B. Develop new markets and customers and establish partnerships with marketing channels and new customers.

  • (2). Production strategy

  • A. Strengthen the strategic partnership with major wafer fabrication, package, and testing plants to obtain stable and adequate production capacity and technical services.

  • B. Strengthen the development of new wafer foundry around the world and signed a cooperative contract to increase the source and flexibility of wafer supply, providing customers with more choices of production sites.

  • C. Establish and strengthen the information network connection with the supply chain partners to grasp the progress and quantity of production at any time.

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  • (3). Product strategy

  • A. Cooperate with customers to develop competitive products and solutions that lead in the industry.

  • B. Assist in enhancing customer’s value and innovation.

  • C. Reduce the operating risks of products, highlight the development principle of product line balance, and improve the value of products.

  • D. Support customers to develop highly flexible application development platform to meet the needs of fast and diversified market development.

  • E. Continue to develop highly integrated ICs, reduce the number of external components, and assist customers in lowering the overall material costs.

  • F. Launch new IC products that are small in sizes to effectively reduce costs.

  • G. Develop ultra-narrow bezel touch and display integrated IC technology.

  • H. Touch solution that can be used in rigid on-cell and flexible on-cell AMOLED panels.

  • I. Wearable touch solution with low power, small packages, and low cost.

  • J. Develop active stylus sensing technology.

(4). Operation strategy

  - A. Actively improve the market share and profitability of each product.

  - B. Spread risk and manage the conditions of each product line.

  - C. Expand the effectiveness of innovative research and development.

  - D. Strengthen talent cultivation and recruitment.

  - E. Make good use of strategic alliance to create mutually-benefit environment.
  • (5). Operation management and financial supporting

    • A. In response to the development of the company's future operation, resources of the company will be distributed appropriately through sound financial planning and operational management, hoping to maximizing the company's resources.

    • B. Establish sound and diversified funding channels, and build a close relationship with financial institutions in case operational funds are required for business growth and development.

  • Long-term development plan

  • (1). Marketing strategy

    • A. Strengthen international market capabilities and enhance strategic collaboration with international customers.

    • B. Innovate market demand; create new consumer demand

    • C. Integrate industrial supply chain, strengthen the communication and cooperation between brand owners and panel manufacturers.

  • (2). Production strategy

    • A. Share jointly the risks involved in new process and technology development with the supply chain partners.

    • B. Expand economic scale and reduce production costs.

    • C. Prepare our own test and production equipment to reduce costs and meet the production capacity expansion needs.

  • (3). Product strategy

    • A. Increase technology lead, and strengthen the R&D of products.

    • B. Integrate related technologies, expand the scope of product lines and deepen the level of technologies.

    • C. Strengthen the technology for high-speed analog and mixed signals.

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  • D. Develop high-efficiency image processing technology.

  • E. Develop optical fingerprint and bio-sensing technologies.

  • F. Develop touch technology with features of strong singal penetration, high signal-to-noise ratio, and good interference-resistance, as well as expand the application of touch IC in the area of industrial control and medical care.

  • (4). R&D strategy

  • A. Expand business operation teams, plan core products, establish the company’s key technologies and patents, and continue to invest in the development of new generation products to pursue leading technologies.

  • B. Enhance product design capacity, improve R&D processes, and establish the techniques for standardization and modulizaton to shorten development time and reduce development costs, increasing the competitiveness of new products.

  • (5). Operation management and financial planning

  • A. Establish a sound management system, implement the company's business philosophy, create an excellent corporate culture, and realize the vision of sustainable operation.

  • B. Utilize the diversified funding channels of capital market to strengthen the financial structure of the company as well as the capability for long-term development. In coordination with the growth of the company, reinforce the business operation teams and improve the company's popularity as well as image.

2. Market, Production, and Sales Outlook

  • (1). Market analysis

1. Regions for selling (offering) major products (services)

Unit NT$ thousand

UnitNT$ thousand UnitNT$ thousand
Year
Region
2019 2020
Sales amount Percentage Sales amount Percentage
China 7,848,830 85.68% 12,527,084 90.77%
Taiwan 1,007,669 11% 1,121,492 8.13%
Others 303,762 3.32% 151,772 1.10%
Total 9,160,261 100% 13,800,348 100%

2. Market share

FocalTech’s current sales are based mainly on products such as Touch with Display Driver Integration (TDDI) or Integrated Driver Controller (IDC), out-cell capacitive touch IC, TFT LCD driver IC, and fingerprint recognition IC.

(1). Integrated Driver controller (IDC):

In recent years, FocalTech continued to devote itself to the launch of Integrated Driver Controller (IDC). Since LTPS MUX6 technology is widely used in high-end smartphones and high frame rate display technology has been adopted by HD+ and FHD+ smartphones, the shipments of Integrated Driver Controller (IDC) in 2020 have exceeded 200 million units. In addition, several tablet manufacturers have largely adopted IDC into their new models. It is expected that FocalTech's IDC shipments and market share will continue to grow in 2021, maintaining its leading position in the market.

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(2). Out-cell capacitive touch IC:

As the touch and driver IC integrated chips are gradually accepted by the market, the market share of out-cell touch ICs in TFT panels has dropped sharply. However, with the increase production of AMOLED panels, and the fact that FocalTech’s touch ICs for AMOLED have successfully entered the supply chain of Korea, FocalTech's capacitive touch solution still maintains its leading position in terms of market share in the global smartphone market.

(3).TFT LCD driver IC:

Since Integrated Driver Controller (IDC) is widely accepted by the market, the number of smartphones using TFT LCD driver ICs has declined rapidly. For this reason, FocalTech has shifted its business focus to applications related to medium and large-size panels, such as smart speakers, notebook computers, digital cameras, automotives, etc, continuously evolving the product structure towards the direction of high-tech requirements and high integration. In addition to the mainstream specifications, high-resolution and high-PPI products such as WXGA+, FHD, and QHD were also launched. Due to the long lifecycle of medium and large size products, FocalTech's shipments and revenue have been maintained in 2020, resulting in a fixed market share as in the past.

(4). Fingerprint recognition IC:

After years of research and development, FocalTech began to increase the shipments of capacitive fingerprint recognition IC in 2020, a substantial growth compared with 2019. FocalTech will continue to put more efforts in product promotion, with the shipments of other human-machine interface solutions ICs, to provide customers with the convenience of one-stop shop service.

3. Supply, demand and growth of the future market

(1). Portable mobile device panel driver IC and touch IC:

For the supply of driver ICs for small and medium-sized LCD, China’s driver IC manufacturers such as NewVision, ViewSil Microelectronics, Chipone, Solomon Systech, etc., have devoted themselves to the development of LCD driver ICs in recent years. However, their technologies are not mature. On the other hand, although manufacturers in Europe, the United State, Japan, and Korea have well developed technologies, they are less competitive than Taiwanese manufacturers in terms of price, delivery time, service, and flexibility. As a result, they can only win the favor of some brand customers. Since manufacturers in Taiwan have the advantages in technologies, costs, local services and flexibility, and have a better control of the front-end wafer fabrication as well as the back-end package, they are capable of fulfilling most of the market needs. Therefore, Taiwanese manufacturers are currently the leading providers of driver ICs for small and medium-sized LCD.

IDC products and technologies are well developed. They have been mass-produced for mobile phone brand customers and tablet brand customers, providing them with lighter, thinner and better-performing device structure and outstanding touch performance. Therefore, IDC products will maintain its high competitiveness for the future market. With

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IDC, FocalTech can expand its market share for intermediate-level products. In 2020, FocalTech shipped more than 200 million units of Integrated Driver Controller (IDC), and was the first to launch the new-generation IDC products for new applications, such as tablets, smart wearables, and automobiles. It it expected that in 2021, FocalTech will continue to maintain its leading position in the market and lead the advancement of in-cell technologies.

FocalTech's AMOLED driver ICs, whether for wearable applications or mobile phone applications, have been produced in small quantities. We will continue to carry out IC advancement for different applications. The advancement will be focused on two areas:

  • A. In response to larger size of AMOLED mobile phones with high-resolution applications, more sophisticated color algorithms will be developed to coincide with the evolution of display, improving panel performance and yield.

  • B. In response to the needs of the high-end wearable market, FocalTech will continue to develop AMOLED IDC that can reduce the weight and size of displays, and can be applied to GOLED Incell and POLED Oncell.

In the application of out-cell capacitive touch IC, FocalTech has developed mature LCD on-cell touch technology which can be applied to AMOLED on-cell solution. FocalTech will continue to promote the technology to international brand mobile phones and various AMOLED panel manufacturers. With the increase of AMOLED’s market share in the mobile phone panels, the growth of AMOLED on-cell touch IC will be promoted as well.

Furthermore, FocalTech's touch products have been successfully applied to smart watches, bracelets and earphones. The shipment of touch ICs in the wearable device market will continue to increase, creating more revenue and profits for the company.

(2). Fingerprint recognition IC:

Currently, capacitive fingerprint recognition ICs are widely used for the front, back, and sides of portable electronic devices. They support the cutting of various sizes (track type, square and round), allowing pressing in all directions (360 degrees). They also support coating, ceramic cover, and glass cover. Capacitive fingerprint recognition ICs have been affected by the in-display fingerprint recognition solution in terms of application, making their market share in high-end mobile phones to decline in the future. However, the technology can still be regarded as the mainstream for intermediate-level and low-end mobile phones; consequently, considerable shipments can be maintained. FocalTech has its own algorithm that enables quick unlocked. It can provide functions such as black screen wake-up, file folder privacy protection, fingerprint photo shooting, and fingerprint phone answering. As the number of fingerprint recognition operations increases, the algorithm will perceive changes in fingerprint characteristics caused by temperature and humidity, continue to carry out detection, and automatically update the collection of samples, thereby ensuring a consistent user experience. While ensuring both FRR (False Rejection Rate) and FAR (False Acceptance Rate) are good, the smallest array in the industry, and the

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fastest unlocking speed of less than 0.2 seconds were achieved, maintaining the leading position in gesture performance and low power consumption in the industry. These technologies and achievements will increase the willingness of customers to adopt them in the mature market of capacitive fingerprint recognition products. In addition, FocalTech will take the initiative to explore the notebook computer market, winning substantial orders from the market.

With the promotion of full-screen mobile phones, in-display optical fingerprint recognition technology and side-mounted capacitive fingerprint recognition technology will enter a period of rapid growth. In the future, with the decrease in cost, penetration rate and market size will be increased rapidly. In the course of the development process, FocalTech will ensure its full participation, and act aggressively to seize any market opportunities. Since in-display optical fingerprint recognition must be used together with AMOLED displays at current stage, AMOLED display shipment is also an important factor that restricts the penetration of in-display optical fingerprint recognition.

Currently, full-screen displays have become the major configuration for intermediate-level and high-end smartphones, and continue to penetrate towards the whole mobile market. FocalTech's in-display optical fingerprint recognition solution is expected to begin small-volume shipments to end customers in 2021.

(3). Physiological monitoring products:

Taiwan’s population over the age of 65 reached 14% in March 2018, officially entering an aging society. It is estimated that by 2026, the population over the age of 65 will exceed 20%, entering a super-aged society, which will increase the number of people in need of long-term caring. Moreover, since the pressure on individual and family caring is increasing, social as well as economic problems may therefore arise. Common diseases of elderly may include chronic diseases such as high blood pressure, diabetes, and heart failure. Patients with these diseases can live like normal people most of the time. However, these diseases may occur from time to time. Therefore, regular monitoring of the conditions of the patient is required, so that appropriate response measures can be taken at the beginning of the onset. Even before the onset, and prediction and warning through various indicators can be provided to achieve the purpose of reducing personal heath damage as well as treatment costs.

Through smart sensors and advanced application tools, information collection and management of body data can be carried out. The data can then be returned to the central database for medical care. In addition, video conferencing equipment, medical monitoring, and remote monitoring interfaces can be adopted to observe conditions of patients, improving the management of medical processes. Whether it is Compal and Rueifang Miner Hospital, BenQ Group’s medical-related companies in China, ASUS and Show Chwan Health Care System, or Quanta’s smart medical cloud, they all hope to utilize the huge resources accumulated by the original Group in the electronics industry and apply them to the biomedical industry. Their main point of entry is based on products related to the medical

86

equipment industry. FocalTech’s core technology lies in the development of electronic devices and algorithms. In the future, we will integrate biomedical health monitoring solutions with the existing optical fingerprint recognition solutions to link personal physiological information with personal data protection, allowing users to feel more secure about data safety.

  1. Competitiveness: In response to the fierce competition at home and abroad, FocalTech has the following competitive advantages.

  2. (1).Professional management team: FocalTech's management team has complete training and rich experiencees in product market strategy and positioning.

  3. (2). Strong R&D capability

    • A. FocalTech continues to demonstrate strong capability in technological innovation and new product development, and has taken the leading position in several areas of the the market.

    • B. The technical support service bases established at home and abroad can promptly solve customers’ product application and production problems, enhancing customer's efficiency in mass production.

  4. (3).Reliable and close customer relationship: FocalTech has an excellent corporate culture, and maintains a long-term close relationship with upstream, midstream and downstream customers and the supply chain. When facing problems, we always adhere to the idea of integrity and do our best to help customers solve their problems. Therefore, we can maintain long-term, close and reliable partnerships with both customers and suppliers.

  5. (4).Deep understanding of various display platforms and products: In addition to solid research and development capabilities, FocalTech has a deep understanding of various display platforms, such as mobile phones, tablets, notebooks, digital cameras, printers, etc., to create more added value for customers.

  6. (5).Good strategic partner: In addition to deep-rooted customer relationships, actively form strategic alliances with brand customers and platform solution providers.

  7. Advantages and disadvantages of FocalTech’s future development and corresponding countermeasures (1). Advantages

    • A. The display industry and its application market are changing rapidly; therefore, operating efficiency and rapid response capabilities are particularly important. In the fast-changing environment, the operating efficiency of professional IC design companies has surpassed the group operation model of traditional Integrated Device Manufacturer (IDM). With the performance of domestic professional wafer fabrication, testing and package plants have reached world-class standards, the long-term competitiveness of professional IC design companies is promising.

    • B. The overall Touch with Display Driver Integration (TDDI) market continues to grow, especially in the application of small-size panels. The output value of ICs in the market aforestated is still increasing. This area is currently the focus of FocalTech and is the momentum to continuously boost FocalTech's revenue growth.

    • C. The brand owners of flat-panel displays attach great importance to the

87

development of related display technologies and standards. The demand for collaboration with related domestic flat-panel display manufacturers is increasing. Therefore, it is beneficial to FocalTech, who has a solid R&D capability. Regardless of technology development or innovation, FocalTech is in the leading position.

  • D. With IC design and software development capabilities, FocalTech owned ITO touch patented patterns will be able to effectively provide customers with solutions in the shortest time and avoid been accused.

  • E. Stay close to the market to grasp the market trend, and meet customer order requirements at any time. FocalTech is one of the few IC design companies who can meet the rapidly changing market in China, enhancing the company's position in the market.

  • (2). Disadvantages and corresponding countermeasures

  • A. Product prices are facing downward pressure

To stimulate the end consumer market, flat-panel display manufacturers and mobile phone brand customers may adopt low-price strategies, and they also require upstream component suppliers to reduce prices. Although the production capacity has experienced shortage since the second half of 2020, FocalTech strives for production capacity at higher cost, which can also be passed on to customers, reducing the risk of price decline. However, the cost increase level may exceed the that in selling price. In addition, if the production capacity of suppliers in the future is increased, FocalTech will have to face the pressure of falling prices from customers and high production cost inventory on hand, which may seriously affect the profitability.

Countermeasures

FocalTech will continue to improve product manufacturing processes as well as R&D and design capabilities. In addition, we will seek lower-cost wafer and packaging technologies to reduce manufacturing costs and increase product profit margins. In response to market development trends, we will accelerate the development of new technologies and new products in order to widen the technological gap with competitors in the industry. Furthermore, we will explore new applications, such as wearables, smart home devices, security devices, and automobiles, to increase product competitiveness. We will also take the initiative to sign production capacity guarantee agreements and supply guarantee agreements with suppliers and customers to lock in prices between both parties to avoid the double troubles of high inventory cost and declining of prices after the production capacity is increased.

  • B. Competitors have engaged in integrated IC solutions

Traditional display driver IC manufacturers and touch IC manufacturers are eager to try. They all launched solutions for Touch with Display Driver Integration to take over a share of the market, worsening the subsequent market competition.

Countermeasures

Continue to strengthen the deployment of domestic and international patents to increase the entry barrier, and focus on R&D to develop

88

next-generation products, widening the gap with competitors, and providing customers with more cost-effective and competitive solutions.

C. R&D personnel resign risk

The IC design industry is a knowledge-intensive industry. The development and training of R&D and design personnel requires long-term cultivation. The ability to recruit high-quality R&D personnel will be the core competitiveness of IC design companies. However, due to the large number of competitors in the IC industry, recruitment of outstanding professional talents is becoming increasingly difficult, and high costs are often required to recruit excellent talents. To enhance the loyalty of talents to the company, the company will need to pay higher labor costs.

Countermeasures

FocalTech adopts various equity retention tools, sets rules for the distribution of earnings to employees, implements the product line profit-sharing system, conducts performance assessment and promotion, and carries out specific measures such as internal/external education and training to improve the adhesion and loyalty of employees.

D. Risk of inadequate wafer production capacity

With the continuous innovation of electronic products, the demand for semiconductor has increased significantly. In addition to smartphone applications, automotive electronics will consume semiconductor production capacity significantly in the future. Therefore, the amount of production capacity that can be secured will affect the extent of future operational growth.

Countermeasures

Continue to strengthen the strategic partnership with wafer fabs, closely develop product application processes, and obtain certain degree of supply guarantee. In addition, spread the sources of production capacity can reduce the risk of insufficient production capacity from a single wafer fab.

(2). Important use and production process of major products

1. Important use of major products

Currently, the major products of FocalTech include Touch with Display Driver Integration (TDDI) or Integrated Driver controller (IDC), capacitive touch IC, TFT LCD and AMOLED driver IC and fingerprint recognition IC. They are mainly used in various types of smartphones, tablets, notebooks, wearable devices, digital cameras, automobiles and printers.

2. Production process of major products

FocalTech is a professional IC design company. The fabrication of wafers is conducted by foundries. After preliminary tests, the wafers produced by fabs are sent to package plants for packaging or bumping processes and complete chip functional tests. The following is the flow chart showing the manufacturing process

89

==> picture [371 x 138] intentionally omitted <==

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

Material Material
Silicon ingot Lead frame
Wafer Wafer test Package test
Design Mask fabrication Package Finished
product
Gold bumping Wafer test Tape and reel package
----- End of picture text -----

(3). Supply of major material

Name of major
material

Major supplier
Supplying condition
Wafer Supplier A, Supplier B,
Supplier C

Stable quality and supply under long-term
cooperationand relationship
  • (4). The name of the supplier (customer) who has accounted for more than 10% of the total purchases (sales) in any one of the most recent two years, as well as the purchase (sales) amount and percentage

1. Information of major suppliers in the past two years

Unit NT$ thousand

UnitNT$ thousand UnitNT$ thousand UnitNT$ thousand UnitNT$ thousand
2019 2020 Q1 of 2021
N
o.
Name Amount Percenta
ge
to
annual
net
purchas
es (%)




Relation
ship
with the
issuer

Name
Amount Percenta
ge
to
annual
net
purchas
es (%)

Relation
ship
with the
issuer

Name
Amount
Percenta
ge to net
purchas
es in the
current
quarter
(%)


Relation
ship
with the
issuer
1 Supplier A 1,852,265 42%
Non
Supplier A
2,898,657

39%
Non Supplier A 854,246 42% Non
2 Supplier B 369,847 8%
Non
Supplier B
2,173,710

29%
Non Supplier B 679,382 34% Non
3 Supplier C 1,853,794 42%
Non
Supplier C
1,798,039

24%
Non Supplier C 290,247 14% Non
Others 378,338 8%
Others 606,544
8%
Others 202,665 10%
Net
purchases
4,454,244 100%
Net
purchases
7,476,950
100%
Net
purchases 2,026,540 100%

Note The variation was due to the change in product combination.

2. Information of major customers in the past two years

Unit NT$ thousand

N
o.
2019 2019 2019 2019 2020 2020 2020 Q1 of 2021 Q1 of 2021 Q1 of 2021
Name Amount




Percenta
ge
to
annual
net sales
(%)

Relation
ship
with the
issuer

Name
Amount Percen
tage to
annual
net
sales
(%)


Relations
hip
with
the issuer

Name
Amount
Percenta
ge to net
sales in
the
current
quarter
(%)


Relati
onshi
p with
the
issuer
1 Company A 1,193,501 13% Non Company A
2,060,074

15%
Non Company H 677,985 16% Non

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==> picture [486 x 187] intentionally omitted <==

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

2019 2020 Q1 of 2021
Percenta
Percen
Percenta ge to net Relati
Relation tage to
N ge to Relations sales in onshi
ship annual
o. Name Amount annual Name Amount hip with Name Amount the p with
with the net
net sales the issuer current the
issuer sales
(%) quarter issuer
(%)
(%)
2 [Company E ] 1,292,221 14% Non Company G 1,666,900 12% Non Company A 456,236 10% Non
3 [Company D ] 1,793,388 20% Non Company E 1,539,211 11% Non Company I 453,061 10% Non
Company D 1,166,796 8% Non
Others 4,881,151 53% - Others 7,367,367 54% - Others 2,762,572 64% -
Net sales 9,160,261 100% - Net sales 13,800,348 100 - Net sales 4,349,854 100% -
----- End of picture text -----

Note 1 The above company includes the company and its affiliates.

Note 2 The variation was due to the change in product combination.

(5). Production volume and value in the past two years

Unit 1000 units NT$ thousand

Year
Production volume and value
2019 2019 2019 2020 2020 2020
Production
capacity
Production
volume
Production
value
Product
ion
capacit
y
Production
volume
Production
value
Major product
Human-machine
interface application
related ICs
403,595
7,296,496

518,318 10,617,261

Note FocalTech is an IC design company and all products are produced by outsourced manufactures. Therefore, there is no production capacity data available.

(6). Sales volume and value in the past two years

(6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years (6). Sales volume and value in the past two years
Unit1000 unitsNT$ thousand
Year 2019 2020
Sales
volume
and
value
Majorproduct

Domestic sales
International sales Domestic sales International sales

Volume
Value Volume Value Volume Value Volume Value
Human-machin
e interface
application
related ICs
7,715 246,411 417,604 8,913,850
13,810
555,576 510,052 13,244,772

3. Information of employees

Information of employees in the past two years and as of the publication date of the annual report: number of employees, average year of service, average age, and education background.

91

2021.04.30; Unit person

2021.04.30; Unitperson
Year 2019 2021
2020
As of April 30
No.
of
eml
managerial officers 17
15 17
Production line operator
p
oyees
Regular staff 771 787 813
Total 788 802 830
Average age 35 36 36
Seniority of service 4.4
5.1 5
PhD 1% 1% 1%
Educ
Master degree 48% 46% 47%
ation
bk
College 50% 52% 51%
ac
grou
Senior high school 1% 1% 1%
nd Under Senior high
school
-%
-% -%

4. Information on environmental protection expenditures

In the most recent year and as of the publication date of the annual report, disclose the losses incurred due to environmental pollution (including compensation and environmental protection audit results that violate environmental protection laws and regulations, the date of penalty, the penalty number, the laws and regulations violated, the content of violation, and the penalty shall be listed) and the estimated amount that may occur at present and in the future as well as the corresponding measures. If it is impossible to carry out the estimation, the reason shall be stated

FocalTech is a high-tech integrated circuit design company. It is engaged in the research and development of semiconductors in the Hsinchu Science Park. The company outsources the manufacturing functions to various well-known domestic and international integrated circuit manufacturers to carry out wafer fabrication. Therefore, it is not involved in any pollution sources or pollution incident specified by the environmental protection related regulations.

5. Labor relations

(1). Employee welfare and benefits

In accordance with relevant laws and regulations, FocalTech allocates employee welfare funds and organizes an employee welfare committee to plan, supervise and implement employee welfare matters. In addition to following the provisions of the Labor Insurance Act, all employees of the company shall join the labor insurance and group insurance. Besides the employees, their family members can also join the group insurance under the condition that the premium is self-paid. FocalTech provides a safe and healthy working environment for employees. We have certified nurses and on-site doctors to provide regular medical and counseling services, offering facilities and environment that are superior to those required by the Occupational Safety and Health Act and providing regular health checkups better than those prescribed by the related laws and regulations. In addition, to enhance the company's competitiveness, we provide a complete training program for employees' career planning and

92

professional skills. We also implement profit sharing and fair evaluation as well as promotion systems to increase employees’ adhesion towards the organization. Subsidiaries are handled in accordance with local laws and regulations.

  • (2). Education and training of employees

  • FocalTech provides employees with rich learning resources. Employees can enhance their knowledge and skills through internal and external training, on-the-job training, knowledge management systems, and guidance from supervisors and peers. Furthermore, through courses for new recruits, professional competencies, supervisory talents, as well as general courses and self-inspired training systems, employees are able to obtain assistance in learning and growth. On the other hand, through dual-track promotion, job rotation, and project assignment, the career and job of employees can be integrated, allowing them to enjoy the pleasure of learning and growing, and create a better future.

  • FocalTech has formulated the "Management Guidelines for Employee Education and Training" and planned related training courses in accordance with the requirements of competencies, professions, regulations and ISO to enhance the knowledge and the quality of employees, improving business performance. The education and training conducted in 2020 are as follows

Type of training No. ofpeople Costs Class hours
Management
trainingcourse
133 337,272 156
Professional
trainingcourse
1,833 602,790 3,575
Self-development
trainingcourse
322 144,121 158
General training
course
0 0 0
New employee
orientation
157 4,250 377
Total 2,445 1,088,433 4,266
  • (3). Retirement system and its implementation status

To secure the retirement life of employees, and improve the spirit of working, FocalTech has formulated the Employee Retirement Management Guidelines in accordance with the Labor Standards Act, specifying the retirement conditions, payment standards and application procedures, and establishing an Employee Retirement Reserve Supervision Committee in accordance with related laws. Retirement funds are allocated monthly and deposited in a special account of the Bank of Taiwan under the name of the Employee Retirement Reserve Supervisory Committee. At the end of the year, if the estimated balance of the special account is insufficient to pay for the employees who are qualified for retirement in the next year, the difference in amount will be provided by the company at once before the end of March of the next year. Since the Labor Pension Act came into effect on July 1, 2005, employees can choose to follow the old pension system or the new system and retain the working experience that are applicable according to the related regulations (retain the working experience accumulated during the old pension system). For employees who are eligible for the new pension system, FocalTech will allocate 6% of the employee’s salary

93

every month to the individual labor insurance account. Subsidiaries are handled in accordance with local laws and regulations.

  • (4). Labor-management agreement

In accordance with relevant labor laws and related regulations, FocalTech handles labor-management agreement based on the employment contract, working rules and various management regulations. Since the establishment of the company, the labor-management relation has been harmonious, and no major labor disputes and losses have occurred.

  • (5). Various employee rights protection measures FocalTech has formulated comprehensive management regulations, which clearly stipulate the rights and obligations of employees as well as their welfare and benefits to protect the rights and interests of employees.

  • (6). In the most recent year and as of the publication date of the annual report, disclose the losses incurred due to labor disputes (including labor inspection results that violate the Labor Standards Act, the date of penalty, the penalty number, the laws and regulations violated, the content of violation, and the penalty shall be listed) and the estimated amount that may occur at present and in the future as well as the corresponding measures. If it is impossible to carry out the estimation, the reason shall be stated: none.

6. Material Contracts

FocalTech is not currently a party to any material contracts,other than those entered into in the ordinary course of its business.

94

VI. Financial Status

1. Condensed Balance Sheets, Statements of Comprehensive Income, and CPA Audit Opinions for the latest five Years

(1) Condensed Balance Sheet

  1. Consolidated Financial Statement - IFRS
Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Item
Financial information for the Most Recent five Years Financial
information
as of March
31,2021
2016 2017 2018 2019 2020
Current assets 9,565,949
8,173,173

8,033,023

8,531,407

8,970,922
10,550,394
Property, plant and
equipment
112,096
1,408,474

1,394,372

1,361,478

1,321,940

1,302,523
Intangible assets 3,440,250
3,447,982

1,386,266

1,336,457

1,300,470

1,296,456
Other assets 1,839,036
514,439

486,460

373,627

751,721

917,799
Total assets 14,957,331
13,544,068
11,300,121 11,602,969
12,345,053
14,067,172
Current
liabilities
Before
distribution
3,162,905
2,543,857

2,879,228

3,412,424

3,956,253

4,681,351
After
distribution
3,352,890
2,693,857

3,029,228

3,562,424

Note 1
Non-current liabilities 356,044
256,847

343,278

462,375

577,340

690,469
Total
liabilities
Before
distribution
3,518,949
2,800,704

3,222,506

3,874,799

4,533,593

5,371,820
After
distribution
3,708,934
2,950,704

3,372,506

4,024,799

Note 1
Equity attributable to
owners of theparent
Share capital 2,965,344
2,983,700

2,987,432

2,996,759

2,103,532

2,105,279
Capital surplus 6,625,846
6,654,876

6,551,481

5,145,377

4,843,642

4,851,110
Retained
earnings
Before
distribution
1,500,205
1,245,139
(1,248,601) (183,307) 1,012,301
1,857,784
After
distribution
1,310,220
1,245,139

0

0

Note 1
Other Equity 396,046
44,363

147,164

5,807

(122,316)
(127,536)
Treasuryshare (62,992) (191,998) (393,203) (267,158) (24,316) (24,316)
Non-controllinginterest 13,933
7,284

33,342

30,692

(1,383)
33,031
Total
shareholders'
equity
Before
distribution
11,438,382
10,743,364

8,077,615

7,728,170

7,811,460

8,695,352
After
distribution
11,248,397
10,593,364

7,927,615

7,578,170

Note 1

Data Source: Financial statements audited or reviewed by CPAs.

Note 1: The distribution proposal of 2020 earnings has not yet been resolved by the shareholders’ meeting.

95

2. Individual Financial Statement - IFRS

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Item

Financial information for the Most Recent five YearsNote 1
2016 2017 2018 2019 2020
Current assets 2,879,316
2,827,100

1,789,171

2,240,119

5,449,676
Property, plant and
equipment
28,837
27,744

30,753

19,408

15,226
Intangible assets 3,365,109
3,350,278

1,328,629

1,312,375

1,296,766
Other assets 6,362,052
5,663,752

5,575,173

5,363,643

4,845,714
Total assets 12,635,314
11,868,874

8,723,726

8,935,545

11,607,382
Current
liabilities
Before
distribution
1,023,164
972,667

505,919

1,052,458

3,225,284
After
distribution
1,213,149
1,122,667

655,919

1,202,458

Note 1
Non-current liabilities 187,701
160,127

173,534

185,609

569,255
Total
liabilities
Before
distribution
1,210,865
1,132,794

679,453

1,238,067

3,794,539
After
distribution
1,400,850
1,282,794

829,453

1,388,067

Note 1
Equity attributable to
owners of theparent
Share capital 2,965,344
2,983,700

2,987,432

2,996,759

2,103,532
Capital surplus 6,625,846
6,654,876

6,551,481

5,145,377

4,843,642
Retained
earnings
Before
distribution
1,500,205
1,245,139

(1,248,601)
(183,307) 1,012,301
After
distribution
1,310,220
1,245,139

0

0

Note 1
Other Equity 396,046
44,363

147,164

5,807

(122,316)
Treasuryshare (62,992) (191,998) (393,203) (267,158) (24,316)
Non-controllinginterest
Total
shareholders'
equity
Before
distribution
11,424,449
10,736,080

8,044,273

7,697,478

7,812,843
After
distribution
11,234,464
10,586,080

7,894,273

7,547,478

Note 1

Data Source: Financial statements audited by CPAs.

Note 1: The distribution proposal of 2020 earnings for has not yet been resolved by the shareholders’ meeting.

96

  • (2) Condensed Statements of Comprehensive Income Condensed Income Statement

  • Consolidated Financial Statement - IFRS

Unit: NT$ thousand; Earnings Per Share: NT$

Unit: NT$ thousand; Earnings Per Share: Unit: NT$ thousand; Earnings Per Share: Unit: NT$ thousand; Earnings Per Share: Unit: NT$ thousand; Earnings Per Share: Unit: NT$ thousand; Earnings Per Share: NT$
Year
Item
Financial information for the Most Recent five Years Financial
information
as of Q1 of
2021
2016 2017 2018 2019 2020
Operatingrevenue 11,018,225 10,798,334
9,919,368
9,160,261 13,800,348 4,349,854
Operating grossprofit 2,266,437 2,270,185
1,562,300
1,993,200 3,428,776 1,628,584
Operating profit or loss 207,484
162,215

(675,056)
(340,656) 1,030,737
925,494
Non-operating income and
expenses
34,411
41,518
(1,828,593) 160,295
126,360

52,919
Profit before tax 241,895
203,733
(2,503,649) (180,361) 1,157,097
978,413
Net profit of continued
operations for theyear
210,109 (103,210) (2,488,118) (205,680) 983,458
836,951
Loss of discontinued
operations
Netprofit(loss)for theyear 210,109 (103,210) (2,488,118) (205,680) 983,458
836,951
Other comprehensive
income for the year (profit
after tax)
(176,390) (373,132) 107,575 (141,671) (131,355) (5,033)
Total comprehensive income
for theyear

33,719
(476,342) (2,380,543) (347,351) 852,103
831,918
Net profit attributable to
owners of theparent
211,094
(79,680)
(2,451,642) (175,249) 1,011,992
845,740
Net profit attributable to
non-controllinginterest
(985) (23,530) (36,476) (30,431) (28,534) (8,789)
Comprehensive income
attributable to owners of the
parent
34,704 (452,812) (2,346,299) (315,164) 884,178
840,520
Comprehensive income
attributable to
non-controllinginterest
(985) (23,530) (34,244) (32,187) (32,075) (8,602)
Earningsper share 0.73
(0.28)
(8.66) (0.63) 3.97
4.24

Data Source: Financial statements audited or reviewed by CPAs.

97

2. Individual Financial Statements - IFRS

Unit: NT$ thousand; Earnings Per Share: NT$

Unit: NT$thousand;Earnings Per Share: NT$ Unit: NT$thousand;Earnings Per Share: NT$ Unit: NT$thousand;Earnings Per Share: NT$ Unit: NT$thousand;Earnings Per Share: NT$ Unit: NT$thousand;Earnings Per Share: NT$
Year
Item
Financial information for the Most Recent five Years
2016 2017 2018 2019 2020
Operatingrevenue 5,637,003
5,197,671

4,298,242

2,901,766

11,410,350
Operating grossprofit 1,218,548
1,244,047

679,540

956,905

2,598,804
Operating profit or loss 104,236
303,405

(195,555)
70,632
1,227,794
Non-operating income and
expenses
121,048
(347,946)

(2,278,218)

(231,226)

(51,815)
Profit(loss)before tax 225,284
(44,541)
(2,473,773) (160,594) 1,175,979
Net profit of continued
operations for theyear
211,094
(79,680)

(2,451,642)

(175,249)

1,011,992
Loss of discontinued
operations
Net profit (loss) for the
year
211,094
(79,680)

(2,451,642)

(175,249)

1,011,992
Other comprehensive
income for the year (profit
after tax)
(176,390)
(373,132)

105,343

(139,915)

(127,814)
Total comprehensive
income for theyear
34,704
(452,812)

(2,346,299)

(315,164)

884,178
Earningsper share 0.73
(0.28)
(8.66) (0.63) 3.97

Data Source: Financial statements audited by CPAs.

  • (3) The names of CPA conducting financial audits in the Most Recent five Years and their audit opinions
opinions
Year AccountingFirm Names of CPAs Audit opinions
2016 Deloitte & Touche CPA Lilac Shue,
CPA Shu-Wan Lin
Unqualified opinion
2017 Deloitte & Touche CPA Lilac Shue,
CPA Shu-Wan Lin
Unqualified opinion
2018 Deloitte & Touche CPA Lilac Shue,
CPA Shu-Wan Lin
Unqualified opinion
2019 Deloitte & Touche CPA Lilac Shue,
CPA Chih-MingShao
Unqualified opinion
2020 Deloitte & Touche CPA Lilac Shue,
CPA Chih-MingShao
Unqualified opinion

98

2. Financial Analysis for the latest five Years

(1) Consolidated Financial Statements - IFRS

Year
Analytical items(Note 2)
Year
Analytical items(Note 2)

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years
Financial
Information
as of March
31,2021
2016 2017 2018 2019 2020
Financial
Structure (%)
Debt-asset Ratio 23.53
20.68

28.52

33.39

36.72

38.19

Ratio of Long-term Capital
to Property, Plant and
Equipment
10,521.72
780.48

601.53

599.34

634.69

718.05
Solvency
(%)
Current Ratio 302.44
321.29

279.00

250.01

226.75

225.37
Quick Ratio 219.59
212.82

202.62

195.64

180.46

180.86
Interest Coverage Ratio 2,924.56
2,205.55

(318,430.41)
(15,556.34) 57,95.67
41,16.89
Operating
Efficiency
(Note 1)
Receivables Turnover Rate
(times)
7.54
8.33

8.85

7.62

9.04

10.07
Average Collection Days
for Receivables
48.4
43.81

41.24

47.89

40.37

36.26
Inventory Turnover Rate
(times)
3.44
3.27

3.48

3.88

6.24

5.77
Payables Turnover Rate
(times)
6.96
5.98

5.69

3.97

5.58

5.74
Average Days of Sale 105.96
111.62

104.88

94

58.49

63.3
Property, Plant and
Equipment Turnover Rate
(times)
84.66
14.2

7.08

6.65

10.29

13.26
Total Asset Turnover Rate
(times)
0.73
0.76

0.8

0.8

1.15

1.32
Profitability Return on Assets(%) 1.44
(0.67)
(20.02) (1.79) 8.23
6.35
Return on Equity (%) 1.83
(0.72)
(26.11) (2.23) 13.05
10.27
Ratio of Income Before Tax
to Paid-in Capital(%)
8.16
6.83

(83.81)
(6.02) 55.01
46.47
Profit Margin Before
Tax(%)
1.91
(0.96)
(25.08) (2.25) 7.13
19.24
Earningsper share(NT$) 0.73
(0.28)
(8.66) (0.63) 3.97
4.24
Cash Flow Cash Flow Ratio(%) 36.28
17.31

(3.73)
29.22
22.31

20.73

Cash Flow Adequacy Ratio
(%)
293.81
267.18

131.81

170.34

183.83

195.24
Cash Flow Reinvestment
Ratio(%)
10.88
3.18

(3.51)
11.8
9.81

11.43
Leveraging OperatingLeverage 2.20
2.39

0.64

0.26

1.28

1.07

Financial Leverage
1.04
1.06

1

1

1

1
Specify reasons for financial ratio differences for latest two fiscal years (not required if the difference does not exceed 20%):
1. Interest Coverage Ratio: Primarily due to the significant 2020 increase in income before income tax and interest expenses.
2. Inventory Turnover Rate and Payables Turnover Rate: Primarily due to the increase in cost of goods sold in 2020.
3. Average Days of Sale: Primarily due to the increase in inventory turnover rate.
4. Property, Plant and Equipment Turnover Rate and Total Asset Turnover Rate: Primarily due to the 2020 increase in operating
revenue.
5. Return on Assets, Return on Equity, Ratio of Income Before Tax to Paid-in Capital , Profit Margin Before Tax, and Earnings
per Share: The significant increase in Net Profit for the Year was primarily due to the 2020 increase in operating revenue and
gross margin.
6. Cash Flow Ratio: Primarily due to the 2020 increase in current liabilities.
7. OperatingLeverage: Primarilydue to the 2020 increase ingross margin.
  1. Inventory Turnover Rate and Payables Turnover Rate: Primarily due to the increase in cost of goods sold in 2020.

  2. Average Days of Sale: Primarily due to the increase in inventory turnover rate.

  3. Property, Plant and Equipment Turnover Rate and Total Asset Turnover Rate: Primarily due to the 2020 increase in operating revenue. 5. Return on Assets, Return on Equity, Ratio of Income Before Tax to Paid-in Capital , Profit Margin Before Tax, and Earnings per Share: The significant increase in Net Profit for the Year was primarily due to the 2020 increase in operating revenue and gross margin.

  4. Cash Flow Ratio: Primarily due to the 2020 increase in current liabilities.

  5. Operating Leverage: Primarily due to the 2020 increase in gross margin.

99

Data Source: Financial reports audited or reviewed by CPAs.

  • Note 1: The above operating efficiency is expressed on an annualized basis.

Note 2: The formulas for the financial analysis are as follows:

  1. Financial Structure:

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

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

  4. Solvency:

  5. (1) Current Ratio = Current Assets / Current Liabilities

  6. (2) Quick Ratio = (Current Assets – Inventory – Prepaid Expenses) / Current Liabilities

  7. (3) Interest Coverage Ratio = Income Before Income Tax and Interest Expenses / Interest Expenses for the Period

  8. Operating Ability:

  9. (1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = Net Sales / Average Receivables (including accounts receivable and notes receivable arising from business operation) for Each Period

  10. (2) Average Collection Days for Receivables = 365 / Receivables Turnover Rate

  11. (3) Inventory Turnover Rate = Cost of Goods Sold / Average Inventory

  12. (4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate = Cost of Goods Sold / Average Payables (including accounts payable and notes payable arising from business operations) for Each Period

  13. (5) Average Days of Sale = 365 / Inventory Turnover Rate

  14. (6) Property, Plant and Equipment Turnover Rate = Net Sales / Average Net Worth of Property, Plant and Equipment

  15. (7) Total Asset Turnover Rate = Net Sales / Average Total Assets

  16. Profitability:

  17. (1) Return on Assets = [Net Income + Interest Expenses × (1 – Tax Rate)] / Average Total Assets

  18. (2) Return on Equity = Net Income / Average Total Equity

  19. (3) Profit Margin Before Tax = Net Income / Net Sales

  20. (4) Earnings per Share = (Profit and Loss Attributable to Owners of the Parent – Dividends on Preferred Shares) / Weighted Average Number of Issued Shares (Note 4)

  21. Cash Flow:

  22. (1) Cash Flow Ratio = Net Cash Flow from Operating Activities / Current Liabilities

  23. (2) Cash Flow Adequacy Ratio = Net Cash Flow from Operating Activities for the Most Recent Five Fiscal Years / (Capital Expenditures + Inventory Increase + Cash Dividend) for the Most Recent Fiscal Years

  24. (3) Cash Flow Reinvestment Ratio = (Net Cash Flow from Operating Activities – Cash Dividend) / (Gross Value of Property, Plant and Equipment + Long-term Investment + Other Non-current Assets + Working Capital) (Note 5)

  25. Leveraging:

(1) Operating Leverage = (Net Operating Revenue – Variable Operating Costs and Expenses) / Operating Income (Note 6)

(2) Financial Leverage = Operating Income / (Operating Income – Interest Expenses)

100

(2) Individual Financial Statements - IFRS

Year
Analytical items(Note 1)
Year
Analytical items(Note 1)

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years

Financial Analysis for the Most Recent five Years
2016 2017 2018 2019 2020
Financial
Structure(%)
Debt-asset Ratio 9.58
9.54

7.79

13.86

32.69

Ratio of Long-term Capital to
Property, Plant and
Equipment
40,268.23
39,274.10

26,721.97

40,617.72

55,051.22
Solvency(%) Current Ratio 281.41
290.65

353.65

212.85

168.97

Quick Ratio
177.07
198.21

246.14

133.77

130.89
Interest Coverage Ratio 3,529.50
(11,007.48)
(315,835.25) (13,840.45) 62,255.34
Operating
Efficiency
Receivables Turnover Rate
(times)
4.56
5.56

5.45

5.02

11.49
Average Collection Days for
Receivables
80.12
65.59

66.93

72.78

31.76
Inventory Turnover Rate
(times)
3.20
4.13

5.2

3.37

9.62
Payables Turnover Rate
(times)
6.27
5.52

7.05

3.86

6.68
Average Days of Sale 114.23
88.29

70.25

108.2

37.95
Property, Plant and
Equipment Turnover Rate
(times)
172.89
183.72

146.96

115.7

658.91
Total Asset Turnover Rate
(times)
0.43
0.42

0.42

0.33

1.11
Profitability Return on Assets(%) 1.65
(0.65)
(23.8) (1.97) 9.87
Return on Equity (%) 1.84
(0.72)
(26.11) (2.23) 13.05
Ratio of Income Before Tax
to Paid-in Capital(%)
7.60
(1.49)
(82.81) (5.36) 55.9
Profit Margin Before Tax(%) 3.74
(1.53)
(57.04) (6.04) 8.87
Earningsper share(NT$) 0.73
(0.28)
(8.66) (0.63) 3.97
Cash Flow Cash Flow Ratio(%) 145.82
36.31

40.9

38.65

35.42

Cash Flow Adequacy Ratio
(%)
5.19
3.98

3.25

1.81

1.84
Cash Flow Reinvestment
Ratio(%)
17.74
2.14

0.82

3.9

14.06
Leveraging OperatingLeverage 2.11
1.31

0.38

2.09

1.07
Financial Leverage 1.07
1.00

1.00

1.02

1.00
Specify reasons for financial ratio differences for most recent two fiscal years (not required if difference does not exceed 20%):
1. Debt-asset Ratio and Current Ratio: Primarily due to the 2020 increase in current liabilities.
2. Ratio of Long-term Capital to Property, Plant and Equipment: Primarily due to the significant 2020 increase in shareholders’
equity.
3. Interest Coverage Ratio: Primarily due to the significant 2020 increases in income before income tax and interest expenses.
4. Receivables Turnover Rate; Average Collection Days for Receivables; Inventory Turnover Rate; Payables Turnover Rate;
Average Days of Sale; Property, Plant and Equipment Turnover Rate ; Total Asset Turnover Rate: Primarily due to the
significant 2020 increases in operating revenue and cost of goods sold.
5. Return on Assets, Return on Equity, Ratio of Income Before Tax to Paid-in Capital , Profit Margin Before Tax, and Earnings
per Share: The significant increase in Net Profit for the Year was primarily due to the 2020 increases in revenue and gross
margin.
6. Cash Flow Reinvestment Ratio: Primarily due to the 2020 increase in the net cash inflow from operating activities.
7. Operating Leverage: Primarily due to the increase in operating income and the decrease in the ratio of interest expenses to
operatingincome.

Data Source: Financial reports audited by CPAs.

Note 1: The formulas for the financial analysis are as follows:

101

  • 1.Financial Structure

  • (1)Debt-asset Ratio Total Liabilities / Total Assets

  • (2) Ratio of Long-term Capital to Fixed Assets = (Net Shareholders' Equity + Long-term Liabilities) / Net Fixed Assets

  • 2.Solvency

  • (1)Current Ratio Current Assets / Current Liabilities

  • (2)Quick Ratio (Current Assets – Inventory – Prepaid Expenses) / Current Liabilities

  • (3)Interest Coverage Ratio = Income Before Income Tax and Interest Expenses / Interest Expenses for the Period

  • 3.Operating Ability

(1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = Net Sales / Average Receivables (including accounts receivable and notes receivable arising from business operation) for Each Period

  • (2)Average Collection Days for Receivables 365 Receivables Turnover Rate

  • (3) Inventory Turnover Rate = Cost of Goods Sold / Average Inventory

(4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate = Cost of Goods Sold / Average Payables (including accounts payable and notes payable arising from business operations) for Each Period

  • (5)Average Days of Sale 365 Inventory Turnover Rate

  • (6) Fixed Assets Turnover Rate = Net Sales / Average Net Worth of Fixed Assets

  • (7) Total Asset Turnover Rate = Net Sales / Average Total Assets

  • 4.Profitability

(1)Return on Assets [Net Income + Interest Expenses × (1 – Tax Rate)] / Average Total Assets

  • (2)Return on Shareholders' Equity Net Income / Average Net Shareholders' Equity

  • (3)Profit Margin Before Tax Net Income / Net Sales

  • (4) Earnings per Share =( Profit after tax Dividends on Preferred Shares )/ Weighted Average Number of Issued Shares Note 4

  • 5.Cash Flow

  • (1)Cash Flow Ratio Net Cash Flow from Operating Activities / Current Liabilities

  • (2) Cash Flow Adequacy Ratio = Net Cash Flow from Operating Activities for the Most Recent Five Fiscal Years / (Capital Expenditures + Inventory Increase + Cash Dividend) for the Most Recent Fiscal Years

  • (3)Cash Flow Reinvestment Ratio (Net Cash Flow from Operating Activities – Cash Dividend) (Gross Value of Fixed Assets Long-term Investment Other Assets Working Capital) (Note 5)

  • 6.Leveraging:

(1)Operating Leverage (Net Operating Revenue – Variable Operating Costs and Expenses) / Operating Income (Note 6)

(2)Financial Leverage Operating Income / (Operating Income – Interest Expenses)

102

3. Audit Committee’ Review Report on the Financial Statement of the most recent year

FocalTech Systems Co., Ltd.

Audit Committee’ Review Report

The Board of Directors has prepared the 2020 Business Report, Financial Statements, and proposal for earnings distribution of the Company. The CPA firm of Deloitte & Touche was appointed to audit the Company’s Financial Statements and has issued an audit report accordingly. The Business Report, Financial Statements, and proposal for earnings distribution have been reviewed by the Audit Committee members of the Company and determined to be correct and accurate. We hereby submit this report in accordance with the Securities and Exchange Act and the Company Act.

Chairperson of Audit Committee Chan-Jane Lin

April 28, 2021

103

4. The financial reports of the Company for the most recent years have been audited by CPA.: Please refer to attachment 1.

5. The individual financial reports of the Company for the most recent years have been audited by CPA.: Please refer to attac hment 2.

6. In the case of any insolvency of the Company and its affiliates in the most recent year and up to the date of publication of the annual report, the effects on the financial position of the company shall be listed: None.

104

VII. Review of Financial Position, Financial Conditions, and Risk Matters

1. Financial Position

1. Financial Position 1. Financial Position 1. Financial Position
Unit: NT$thousand
Year
Item
2020 2019 Variation
Amount
Current assets 8,970,922 8,531,407 439,515
5
Fund and investments 482,636 117,252 365,384
312
Property, plant and
equipment
1,321,940 1,361,478 (39,538)
(3)
Intangible assets 1,300,470 1,336,457 (35,987) (3)
Other assets 269,085 256,375 12,710
5
Total assets 12,345,053 11,602,969 742,084
6
Current liabilities 3,956,253 3,412,424 543,829 16
Non-current liabilities 577,340 462,375 114,965
25
Total liabilities 4,533,593 3,874,799 658,794
17
Share capital 2,103,532 2,996,759 (893,227) (30)
Capital surplus 4,843,642 5,145,377 (301,735) (6)
Retained earnings 1,012,301 (183,307) 1,195,608
(652)
Other Equity (122,316) 5,807 (128,123) (2,206)
Treasuryshare (24,316) (267,158) 242,842
(91)
Non-controllinginterest (1,383) 30,692 (32,075) (105)
Total shareholders' equity 7,811,460 7,728,170 83,290
1
The primary reasons and effects for the financial ratio differences of 20% or more between the latest two
periods, amounting to NT$10 million or more are described as follows:
1. Increase in Funds and Investments: Primarily due to the increase in financial product investments.
2. Increase in Non-current Liabilities: Primarily due to the increase in guarantee deposits received and
deferred income tax liabilities.
3. Decrease in Share Capital: Primarily due to cash refund capital reduction in 2020.
4. Increase in Retained Earnings: Primarily due to the 2020 increase in net income.
5. Decrease in Other Equity: Primarily due to the decrease in gains (losses) on the exchange differences
resulting from translating the financial statements in foreign operations.
6. Treasury Shares: Primarily due to the transfer of treasury shares to employees.
7. Decrease in Non-controlling Interest: Primarily due to subsidiaries’ net losses.

The primary reasons and effects for the financial ratio differences of 20% or more between the latest two periods, amounting to NT$10 million or more are described as follows:

  1. Increase in Funds and Investments: Primarily due to the increase in financial product investments.

  2. Increase in Non-current Liabilities: Primarily due to the increase in guarantee deposits received and deferred income tax liabilities.

  3. Decrease in Share Capital: Primarily due to cash refund capital reduction in 2020.

  4. Increase in Retained Earnings: Primarily due to the 2020 increase in net income.

  5. Decrease in Other Equity: Primarily due to the decrease in gains (losses) on the exchange differences resulting from translating the financial statements in foreign operations.

  6. Treasury Shares: Primarily due to the transfer of treasury shares to employees.

  7. Decrease in Non-controlling Interest: Primarily due to subsidiaries’ net losses.

105

2. Financial Conditions

Unit: NT$ thousand

2. Financial Conditions Unit: NT$thousand Unit: NT$thousand
Year
Item
2020 2019 Variation
Amount
Operatingrevenue 13,800,348
9,160,261

4,640,087
51
Operating grossprofit 3,428,776
1,993,200

1,435,576
72
Net operating profit or loss 1,030,737
(340,656)
1,371,393 403
Non-operating income and
expenses
126,360
160,295

(33,935)
(21)
Profit before tax 1,157,097
(180,361)
1,337,458 742
Netprofit for theyear 983,458
(205,680)
1,189,138 578
Other comprehensive income for
theyear(profit after tax)
(131,355)
(141,671)

10,316
7
Total comprehensive income for
the year
852,103
(347,351)

1,199,454
345
Net profit (loss) attributable to
owners of the parent
1,011,992
(175,249)

1,187,241
677
Comprehensive income
attributable to owners of the parent
for the year
884,178
(315,164)

1,199,342
381
The primary reasons and effects for the financial ratio differences of 20% or more between the latest two
periods, amounting to NT$10 million or more are described as follows:
1. Increase in Operating Revenue, Operating Gross Profit, and Operating Profit: Primarily due to the
significant 2020 increases in operating revenue and gross margin.
2. Decrease in Non-operating Income and Expenses: Primarily due to the decrease in interest income.
3. Increase in Profit Before Tax, Net Profit for the Year, Net Profit, and Total Comprehensive Income
Attributable to Owners of the Company: Primarily due to the significant 2020 increases in operating
revenue andgross margin.

The primary reasons and effects for the financial ratio differences of 20% or more between the latest two periods, amounting to NT$10 million or more are described as follows:

  1. Increase in Operating Revenue, Operating Gross Profit, and Operating Profit: Primarily due to the significant 2020 increases in operating revenue and gross margin.

  2. Decrease in Non-operating Income and Expenses: Primarily due to the decrease in interest income.

  3. Increase in Profit Before Tax, Net Profit for the Year, Net Profit, and Total Comprehensive Income Attributable to Owners of the Company: Primarily due to the significant 2020 increases in operating revenue and gross margin.

3. Cash Flow

Analysis of changes in cash flow for the most recent year, improvement plan for liquidity deficiencies and cash flow analysis for the next year

Beginning
of year cash
balance

Expected
net
operating
activities
cash flow
for the
whole year

Expected
net cash
flow of
investing
and
financing
activities
for the
wholeyear
Exchange
rate effects
Estimated
cash
surplus
(deficit)
Correction action for cash deficit Correction action for cash deficit
Investment Financing
3,461,503
726,916

(104,085)
(72,652) 4,011,682

106

(1) Analysis of changes in cash flow for the current year

  1. Operating Activities: Net cash inflow of NT$726,916,000 was primarily due to the increase in Net Profit for the Year.

  2. Investing Activities: Net cash inflow of NT$63,318,000 was primarily due to the decrease in other financial assets and the increase in the financial products acquired.

  3. Financing Activities: The net cash of NT$167,403,000 used was primarily due to the cash refund capital reduction, and the increase in cash dividend distribution, transfer of treasury shares to employees, and guarantee deposits received in 2020.

  4. (2) Correction action for estimated cash deficit and cash flow analysis: No deficit in cash projected.

  5. (3) Cash flow analysis for the coming fiscal year: N/A.

4. Impact of Major Capital Expenditures on Financial Operations in the Most Recent Year

  • (1) Utilization of major capital expenditures: None.

  • (2) Projected possible effects: None.

5. Policy for the Most Recent Fiscal Year on Investment in Other Companies, Main Reasons for Profits/Losses Resulting Therefrom, Plans for Improvement, and Investment Plans for the Coming Fiscal Year:

The Company’s investments in other companies are primarily strategic investments. The investment loss under equity method of NT$16,072,000 in 2020 was primarily due to operating losses by Company-owned subsidiaries in 2020. In the future, the Company will continue to prudently assess and substantially manage investments in other companies based on the long-term strategic principle.

6. Risk Analysis for the Most Recent Fiscal Year as well as the Current Fiscal Year up to the Date of Publication of the Annual Report

Risk Management Framework

Risk Identification

Managers of all functional
unit form a team to identify
current and future risks.

Risks and countermeasures
are reported to the Audit
Committee.
Risk Assessment and Response
Planning

Functional unit managers
propose countermeasures
for the relevant risks.

The CEO assigns a
dedicated personnel to
handle major crises and
contingency plans.
Risk Control and Effectiveness
Evaluation
Functional units execute it
according to the
management plan.
Audits are conducted
occasionally to examine the
implementation of risk
response measures.



  • (1) Effect on the Company’s Profits/Losses by Interest and Exchange Rate Fluctuations and Inflation Rate Changes, and Response Measures to Be Taken in the Future

107

  1. Effect on the Company’s profits/losses by interest rate fluctuations in the most recent fiscal year, and response measures to be taken in the future

The Consolidated Company’s interest rate risk arose primarily from both fixed deposits and bond investments with fixed interest rates, as well as from cash in bank and structured investment products with floating rates. The Consolidated Company’s time deposits had fixed interest rates, and its bond investments had fixed or guaranteed minimum interest rates and were measured at amortized cost; therefore, changes in interest rates did not affect future cash flows. As for the Group’s financial assets held as of December 31, 2019 and 2020 associated with interest rate fluctuations, for every 0.25% increase in market interest rates, profit before tax for financial assets with floating rates would increase by NT$5,259,000 and NT$9,445,000, respectively. If the market interest rate decreased by 0.25%, the resulting amounts would be the same but in negative values.

To avoid impacts from changes in interest rates, the Company will take the following response measures as appropriate:

  • (1) The Company regularly evaluates bank deposit/borrowing rates, obtains average market rates, and closely liaises with banks to strive for the most favorable deposit/borrowing rates.

  • (2) In the future, the Company will use various financing channels for fundraising in a timely manner, depending on the operating conditions and capital requirements.

  • Effect on the Company’s profits/losses of exchange rate fluctuation, and response measures to be taken in the future

The Group’s exchange rate risk relates primarily to operating activities (when the currency used for revenue or expenses differs from the Company’s functional currency) and net investments in foreign operations. The Group is primarily affected by fluctuations in the exchange rates with the U.S. dollar (USD) and Renminbi (RMB). Based on the sensitivity analysis of the Group’s foreign exchange rate risk for the U.S. dollar and Renminbi currencies as of December 31, 2020, the amount of increase/decrease in profit before tax associated with net assets/liabilities, in a situation where the New Taiwan dollar (NTD) had weakened 5% against the respective currencies, is shown in the table below:

Unit: NTD thousands
Impact of USD
Impact of RMB
Effect on Profit and Loss or
Equity
59,478
2,699
Unit: NTD thousands
Impact of USD
Impact of RMB
Effect on Profit and Loss or
Equity
59,478
2,699
Unit: NTD thousands
Impact of USD
Impact of RMB
Effect on Profit and Loss or
Equity
59,478
2,699
Impact of USD Impact of RMB
Effect on Profit and Loss or
Equity
59,478
2,699

The above table shows that when the NTD:USD exchange rate fluctuates sharply, it may affect the Company’s profit and loss. Therefore, the Company always keeps track of exchange rate fluctuations in the international market and continues to implement the following response measures:

  • (1) The Company’s finance department maintains frequent communication with the foreign exchange departments of correspondent financial institutions to collect information on exchange rate changes on a constant basis and to keep abreast of international exchange rate trends and changes, in order to proactively respond to negative effects from exchange rate

108

fluctuations. The Company manages its forward exchange transactions and foreign exchange settlements with reference to exchange rate movements.

  • (2) The finance department submits monthly internal assessment reports on net foreign currency asset (liability) positions that require hedging to the Company’s management, for the purpose of determining hedging measures to be taken.

  • (3) The use of foreign currency from the sale of products in/to foreign countries to pay for foreign currency payables arising from the purchase of materials can hedge part of the exchange rate risk by taking advantage of the natural hedging feature. Therefore, the Company only has to use other instruments for net foreign currency assets (liabilities); examples include the purchase and sale of forward exchange, depending on the exchange rate fluctuations to hedge the risk of exchange rate changes in a timely manner.

  • Effects on the Company’s profits/losses from changes in the inflation rate, and response measures to be taken in the future

The Company will closely monitor the inflation situation, and adjust the selling price of products and material inventory as appropriate, to reduce the impact of inflation on the Company; the Company will also enter into purchase contracts with cooperative vendors for major raw materials.

  • (2) Policies Regarding High-risk Investments, Highly Leveraged Investments, Loans to Other Parties, Endorsements, Guarantees, and Derivatives Transactions; the Primary Reasons for Profits/Losses Generated Thereby; and Response Measures to Be Taken in the Future

The Company operates in a conservative and prudent manner and does not engage in high-risk, highly leveraged investments.

The Company’s loaning of funds to others, endorsements, and guarantees are performed in accordance with the policies and response measures set forth in the Company’s Operational Procedures for Loaning Funds to Others and Procedures for Endorsement and Guarantees, which have been carefully executed taking into account the risk conditions and relevant regulations.

The Company’s derivatives transactions policy remains conservative and prudent, and is not used for arbitrage or speculative purposes, so there is no significant market risk. Thus, in addition to following laws and regulations of the competent authorities and generally accepted accounting principles, the Company has established the Procedures for the Acquisition or Disposal of Assets, as approved by the shareholders’ meeting, to regulate procedures for engaging in derivatives transactions.

  • (3) Research and Development Plans to Be Carried Out in the Future, and Further Expenditures Expected

The Company is committed to the development of integrated, high value-added products, and the relevant R&D plans along with their progress are in line with the Company’s direction of product development. R&D expenses are expected to account for approximately 15% of consolidated revenue in the coming fiscal year, which will be adjusted annually depending on operating conditions. The Company will continue to involve itself in R&D work, develop new

109

products, and master key factors such as talent, capital, and technology to pursue a leading R&D position.

  • (4) Effects on the Company’s Financial Operations by Important Policies Adopted and Changes in the Legal Environment at Domestic and Foreign; and Response Measures to Be Taken

The Company follows domestic and foreign laws and regulations in its daily operations, and is always aware of domestic and foreign policy trends and regulatory changes to fully understand and respond to changes in market conditions. Changes in domestic and foreign policies and laws have not had a significant impact on the Company’s financial operations in the most recent fiscal year.

  • (5) Effects from the Company’s Financial Operations of Developments in Science and Technology as Well as Industrial Change, and Response Measures to Be Taken

The Company stays constantly aware of technological changes and developments in the industry in which it operates, and quickly grasps industry dynamics. Additionally, the Company is constantly enhancing its R&D capabilities, applying for patents to protect its various innovative concepts and designs, and actively expanding its market applications for the future. Hence, changes in technology and the industry have a positive impact on the Company.

  • (6) Effects from Changes in the Company’s Corporate Image on the Company’s Crisis Management, and Response Measures to Be Taken

Since its establishment, the Company has actively strengthened its internal management, improved management quality and performance, strived to maintain its corporate image, and complied with relevant laws and regulations. As of now, nothing has happened sufficient to affect the Company’s corporate image.

  • (7) Expected Benefits and Possible Risks Associated with Any Mergers or Acquisitions, and Mitigation Measures Being or to Be Taken: None.

  • (8) Expected Benefits and Possible Risks Associated with Any Plant Expansion, and Mitigation Measures Being or to Be Taken: None.

  • (9) Risks Associated with Any Consolidation of Sales or Purchasing Operations, and Mitigation Measures Being or to Be Taken

  • Risks from Consolidated Purchasing Operations

The Company’s current production configuration is not consolidated in a single foundry. In addition to maintaining long-term and close cooperative relationships with specific foundries, the Company also increases its sources of supply from other professional foundries to provide more choices and protection for quality, sources and prices of raw materials. Hence, there is no risk from consolidated purchasing operations.

  1. Risks from Consolidated Sales Operations

The Company sells its products primarily through dealers, mobile phone module manufacturers, and panel manufacturers, and sells to major mobile phone brands in Japan in addition to the mobile phone market in China. The Company sells its products to a wide range of end-user customers through dealers, module, and panel manufacturers. In 2020, no single customer accounted for 25% or more of net operating revenues, and thus there is no risk of over-reliance on a single customer or high customer concentration.

  • (10) Effects Upon and Risks to the Company in the Event a Major Quantity of Shares Belonging to a Director, Supervisor, or Shareholder Holding Greater than a 10 Percent Stake in the Company Being Transferred or Otherwise Changing Hands; and Mitigation Measures Being or to Be Taken:

110

None.

  • (11) Effects Upon and Risks to the Company Associated with Any Change in Governance Personnel or Top Management; and Mitigation Measures Being or to Be Taken: None.

  • (12) Litigious and Non-litigious Matters

  • If there has been any material impact upon shareholders’ equity or prices for the Company’s securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the Company that was finalized or remained pending during the most recent two fiscal years prior to the publication date of the annual report, the facts and amount in dispute, commencement date, main parties involved, and current status of the case(s) shall be disclosed:

    • In addition to compiling relevant information to support and protect the Company’s rights

    • in its litigation and non-litigious proceedings, the Company keeps track constant of the progress of cases that have been brought to court. As of the publication date of the annual report, the Company has not been involved in any litigation, non-litigious proceeding, or administrative dispute whose outcome would have a material impact upon Company shareholders’ equity, financial position or securities prices.

  • If there has been any material impact upon Company shareholders’ equity or securities’ prices as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, president, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending during the most recent two fiscal years prior to the publication date of the annual report, the facts and amount in dispute, commencement date, main parties involved, and current status of the case shall be disclosed: None.

  • The occurrence of any event set forth under Article 157 of the Securities and Exchange Act that involves a company director, supervisor, managerial officer, or any major shareholder with a stake of more than 10 percent, provided the event occurred in the most recent two fiscal years prior to the publication date of the annual report, and current status of the case handled by the Company: None.

  • (13) Information Security Risks and Mitigation Measures Being or to Be Taken

  • With the globalization of the Internet, network security risks has become a major concern in enterprises. It is especially significant in the IC design industry, where the outflow of technology has to be prevented while at the same time intellectual achievements must be presented. As a result, the Company has set up information security policies and specific management plans for information security operations, such as strengthening protection measures to avoid unauthorized internal/external access and virus invasion, improving backup policies and conducting recovery tests and drills, monitoring for abnormalities, etc. The goal is to implement risk management on information security, protect the Company’s trade secrets and intellectual property, and achieve sustainable business development.

(14) Other Important Risks and Mitigation Measures Being or to Be Taken: None.

7. Other Important Matters: None.

111

VIII. Special Disclosure

1. Information regarding the Company’s Affiliates

(1) Organization Chart of the Company’s Affiliates

December 31, 2020

==> picture [549 x 436] intentionally omitted <==

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

FocalTech Systems Co.,
Ltd.
(Located in R.O.C.)
100% 100% 50%
FocalTech Electronics, Ltd. Vitrio Technology
(Located in Cayman Islands) FocalTech Corporation, Ltd. Corporation
(Located in Cayman Islands) (Located in R.O.C.)
100%
100% 100% 100%
FocalTech Systems, Inc.
(Located in U.S.A.)
Hefei PineTech FocalTech Electronics FocalTech Electronics
Electronics Co., Ltd. (Shanghai) Co., Ltd. (Shenzhen) Co., Ltd. 100%
(Located in China) (Located in China) (Located in China)
FocalTech Systems,Ltd.
(Located in Cayman Islands)
100% 100%
FocalTech Systems FocalTech Electronics Co.,
(Shenzhen) Co., Ltd. Ltd.
(Located in China) (Located in R.O.C.)
67.15%
FocalTech Smart Sensors,
Ltd.
(Located in Cayman Islands)
100%
FocalTech Smart Sensors
Co., Ltd.
(Located in R.O.C.)
----- End of picture text -----

112

(2) Profiles of the Company’s Affiliates

December 31, 2020; Unit: NT$ thousand/Foreign currency: thousands

Name of Enterprise Date of
establishment

Address
Paid-in Capital Major operations
FocalTech Corporation, Ltd. July 2012 Cayman
Islands
TWD 7,059,264 Investment holding
FocalTech Systems,Inc. October 2005 U.S.A. USD 102,293 Investment holding
FocalTech Systems, Ltd. October 2005 Cayman
Islands
USD 23,350 Investment holding
FocalTech Electronics, Ltd. August 2014 Cayman
Islands
USD 100 Investment holding
FocalTech Systems (Shenzhen)
Co., Ltd.

April 2006
China USD 37,000 Design and R&D of
consumer electronic
chips
FocalTech Electronics (Shenzhen)
Co., Ltd.

March 2015
China USD 2,300 R & D, production
management and sales
of consumer electronic
chips
FocalTech Electronics (Shanghai)
Co., Ltd.

November
2014
China USD2,000 Sales service of
consumer electronic
chips
FocalTech Electronics Co., Ltd. June 2006 R.O.C. TWD 20,000 Customs declaration
for import and export
of consumer electronic
chips
FocalTech Smart Sensors Co.,
Ltd.

July 2016
R.O.C. TWD87,085 R & D, production
management and sales
of consumer electronic
chips
Hefei PineTech Electronics Co.,
Ltd.

July 2015
China RMB30,000 R & D and sales of
consumer electronic
chips
FocalTech Smart Sensors, Ltd. December
2017
Cayman
Islands
USD9,115 Investment holding
Vitrio Technology Corporation September
2020
R.O.C. TWD 2,840 R & D, production
management and sales
of consumer electronic
chips
  • (3) No controlling or subordinate relations, as adjudged by Article 369-3 of the Company Act, exist for the Company.

(4) Industries and Business Covered by the Company and Affiliates

The businesses of the Company and its affiliates include IC production management, design, R&D, sales, and related investment. The businesses of the Company’s affiliates as a whole include R&D, sales&marketing, after-sales service, and general investment in chips for display drivers, touch and fingerprint recognition, etc.

(5) Information on the Directors, Supervisors, and Presidents of Each Affiliate

113

December 31, 2020

December 31,2020 December 31,2020
Name of Enterprise Title Name or representative Status of shareholding
Quantity Ratio of
Shareholding
FocalTech Corporation,Ltd. Director Genda J. Hu
FocalTech Systems,Inc. Director Genda J. Hu
FocalTech Systems,Ltd. Director Genda J. Hu
FocalTech Electronics,Ltd. Director Genda J. Hu
FocalTech Systems
(Shenzhen) Co., Ltd.
CEO
President
Supervisor
Genda Hu
Genda Hu
Hsiao-PengKuo
FocalTech Electronics
(Shenzhen) Co., Ltd.
Executive Director
President
Supervisor
Genda Hu
Genda Hu
Hsiao-PengKuo
FocalTech Electronics
(Shanghai) Co., Ltd.
Executive Director
President
Supervisor
Genda Hu
Genda Hu
Ya-Tzu Tseng
FocalTech Electronics Co.,
Ltd.
Chairman
Director
Director
Supervisor
Genda Hu
James Liao
Hsing-Chuan Chung
Chiung-Ju Chou
FocalTech Smart Sensors Co.,
Ltd.

Chairman
Director
Director
Supervisor
James Liao
Ya-Tzu Tseng
Hsing-Chuan Chung
Pei-Hsin Wu
Hefei PineTech Electronics
Co., Ltd.
Chairman
President
Director
Director
Supervisor
Wei-Ching Hou
Wei-Ching Hou
James Liao
Lien-Kuo Wang
Hsiao-Wen Liu
FocalTech Smart Sensors,
Ltd.
Chairman James Liao 405,000
1.45%
Director GWAA LLC(Designated
representative:Pei-Tzu Wu)
375,000
1.34%
Director FocalTech Electronics Co., Ltd.
(Designated representative: Ching-Kai
Chang)
18,813,050
67.15%
Director FocalTech Systems Co., Ltd.(Designated
representative: Jui-ChengHsu)
- -
Director Chou-Hao Tsai - -
Director Yen Shen - -
Director FocalTech Electronics,Ltd. - -
Vitrio Technology
Corporation
Chairman
Director
Director
Director
Supervisor
Supervisor
Ming-Tuo Yu
Jui-Cheng Hsu
Yu-Hsuan Lin
Pei-Tzu Wu
Chia-Chi Chang
James Liao

114

(6) Operation Result of Each Affiliate:

December 31, 2020; Earnings per share are expressed in NTD, while others are expressed in NT$ thousand

Name of
Enterprise
Capital Total assets Total
liabilities
Net Worth Operating
revenue
Operating
profit
Profit or
loss for the
year (after
tax)
Earnings per
share (loss)
(NT$)
Earnings
per share
(after tax)
FocalTech
Corporation,Ltd.
7,059,264
2,980,445

6,250

2,974,195

-

(8,117)
26,164
Note 1
FocalTech
Electronics,Ltd.
2,848
1,990,350

427,472

1,562,878

800,665

(91,016)
2,732
Note 1
FocalTech Smart
Sensors,Ltd.
259,602
123,949

128,160

(4,211)
-
(25,134)
(86,850) (3.10)
FocalTech Systems,
Inc.
2,913,300
3,165,667

316,648

2,849,019

25,117

(552)
35,774
Note 1
FocalTech Systems,
Ltd.
665,010
3,449,701

526,737

2,922,964
1,460,591
(17,637)
34,840
Note 1
FocalTech Systems
(Shenzhen)Co.,Ltd.
1,053,764
1,374,378

97,071

1,277,307

431,537

15,012

20,761

Note 2
FocalTech
Electronics
(Shenzhen)Co.,Ltd.
65,504
237,034

178,760

58,274

296,586

11,770

13,801

Note 2
FocalTech
Electronics
(Shanghai)Co.,Ltd.
56,960
49,786

14,036

35,750

72,658

3,460

2,032

Note 2
FocalTech
Electronics Co.,Ltd.
20,000
144,340

-

144,340

1,921

238

(20,731)
Note 1
FocalTech Smart
Sensors Co.,Ltd.
87,085
47,259

249,298

(202,039)
190
(72,155)
(62,102) Note 1
Vitrio Technology
Corporation
2,840
5,786

1,615

4,171

483

(5,769)
(5,769) (20.31)
Hefei PineTech
Electronics Co.,Ltd.
130,944
229,285

12,140

217,145

48,744

(14,855)
57,091
Note 2

Note 1: 100% directly and indirectly controlled by the Company; these shares are issued for the purpose of equity management. Hence, the calculation of earnings per share based on the number of shares has no reference value. Note 2: Calculation of earnings per share is not applicable, as this is a limited company with no shares issued.

2. Private placement of securities in the most recent year and up to the date of publication of the annual report: Not applicable

3. Subsidiaries’ holding or disposal of the Company’s shares in the most recent year and up to the date of publication of the annual report: Not applicable

4. Other necessary supplementary notes: None

  • IX. Any matter in the most recent year and up to the date of publication of the annual report which has a significant impact on shareholders' equity or securities prices as stipulated in subparagraph 2 of paragraph 2 of Article 36 of the Securities and Exchange Act: None

115

Attachment 1

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of FocalTech Systems Co., Ltd. as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, FocalTech Systems Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

==> picture [89 x 89] intentionally omitted <==

Very truly yours, FocalTech Systems Co., Ltd.

By Genda James Hu Chairman March 29, 2021

==> picture [50 x 50] intentionally omitted <==

This is the translation of the financial statements. CPAs do not audit or review on this translation.

116

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders FocalTech Systems Co., Ltd.

Opinion

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

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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

Sales Revenue

The sales revenue of Integrated Driver Controller is the main indicator of financial and business performance evaluated by investors and the management. It possibly exist the pressure to achieve the

This is the translation of the financial statements. CPAs do not audit or review on this translation.

117

financial target, and it might result in the risk of the occurrence of sales revenue. Therefore, the sales revenue of Integrated Driver Controller is listed in the Key Audit Matters in 2020.

  • Refer to Notes 4,21 for the accounting policy, accounting estimation and disclosure information. Our audit procedures related to the abovementioned Key Audit Matters included the following:

  • We evaluated the design of internal control related to sales and collection cycle and the implement of the internal control.

  • We obtained customer ranking list in 2020, and analyze the differences of customers and its sales amount.

  • We analyzed if the sales quantities, sales revenue and gross margin by products existed material exception.

  • We sampled purchase orders, shipping documents bills of lading, and collection records in revenue breakdown to ensure the occurrence of sales revenue.

Other Matter

We have also audited the parent company only financial statements of FocalTech Systems Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

Responsibilities of Corporate Management and Governance hierarchy For the Consolidated Financial Statements

Management Level is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management level 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.

Corporate governance level (including members of the Audit Committee) is responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and

This is the translation of the financial statements. CPAs do not audit or review on this translation.

118

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.

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

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

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shiow-Ming Shue and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2021

This is the translation of the financial statements. CPAs do not audit or review on this translation.

119

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 4 and 6)

Financial asset at fair value through other comprehensive income-current(Note 4 and 8 )
Trade receivables, net (Note 4 and 10)
Inventories (Note 4 and 11)
Other financial assets (Note 4 and 9)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial asset at fair value through profit or loss - non-current (Note 4 and 7 )
Financial asset at fair value through other comprehensive income - non-current (Note 4 and 8 )
Property, plant and equipment (Note 4 and 13)
Goodwill (Notes 4 , 5 and 14)
Other intangible assets (Notes 4 and 15)
Deferred income tax assets (Notes 4 and 23)
Other non-current assets (Note 29)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Note 16)

Trade payables (Note 17)
Other payables (Note 18)
Current tax liabilities (Notes 4 and 23)
Other current liabilities(Note 21)

Total current liabilities

NON-CURRENT LIABILITIES
Deferred income tax liabilities (Notes 4 and 23)
Net defined benefit liabilities - non-current (Notes 4 and 19)
Guarantee deposits received
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 , 20 and 25)
Share capital
Ordinary shares

Capital surplus
Additional paid-in capital
Treasury shares
Employee share options
Employee share options - expired

Total capital surplus

Undistributed earnings (deficits to be offset)

Other equity
Exchange differences from translating the financial statements of foreign operations
Unrealized loss on financial assets at fair value through other comprehensive income

Total other equity

Treasury shares

Equity attributable to owners of the company
NON-CONTROLLING INTERESTS

Total equity

TOTAL
2020
Amount
%
$ 4,011,682 33
- -
1,633,900 13
1,755,142 14
1,385,936 11

184,262

2


8,970,922
73

234,662 2
247,974 2
1,321,940 11
1,237,268 10
63,202
-
85,154
1

183,931

1


3,374,131
27

$ 12,345,053
100

$ 523,648
4
1,731,109
14
1,037,431
8
433,121
4

230,944

2


3,956,253
32

53,213
1
23,366
-
490,361
4

10,400

-


577,340

5


4,533,593
37


2,103,532
17

4,725,445
38
69,361
1
14,903
-

33,933

-


4,843,642
39


1,012,301

8

(125,038)
(1)

2,722

-


(122,316)

(1)


(24,316)

-

7,812,843
63

(1,383)

-


7,811,460
63

$ 12,345,053
100
2019































































Amount
$ 3,461,503
120,475

1,420,459

1,570,753

1,596,292

361,925


8,531,407


56,354

60,898

1,361,478

1,237,268

99,189

120,782

135,593


3,071,562

$ 11,602,969

$ -

1,986,219


954,449

363,172

108,584


3,412,424


33,537

24,078

394,360

10,400


462,375


3,874,799


2,996,759


5,037,671


48,662

25,510

33,534


5,145,377


( 183,307)


4,057

1,750


5,807


(267,158)


7,697,478


30,692


7,728,170

$ 11,602,969
%
30
1
12
14
14

3
74
-
1
12
11

1

1

1
26
100
-
17
8
3

1
29
-
-
4

-

4
33
26
43
1
-

-
44
(1)
-

-

-

(2)
67

-
67
100

The accompanying notes are an integral part of the consolidated financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

120

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (Note 4 and 21)

COSTS OF SALES (Notes 4,11 and 22)

GROSS PROFIT

OPERATING EXPENSES (Notes 23, 25,27 and 30)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATIONS LOSS

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 22)
Share of loss of subsidiaries and joint
ventures(Note4)
Interest income (Note 4)
Gain (loss) on financial assets and liabilities at fair
value through profit or loss (Notes 4)
Other gains and losses, net
Loss on foreign currency exchange(Note 4)

Total non-operating income and expenses

INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)

NET INCOME (LOSS)

OTHER COMPREHENSIVE (LOSS) INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans(Notes 4
and 19)
Income tax related to items that will not be
reclassified subsequently to profit or loss(Notes
4 and 23)

2020
Amount
%
$ 13,800,348 100
(10,371,572)
(75)


3,428,776
25

(398,828) (3)
(363,193) (3)

(1,636,018)
(12)


(2,398,039)
(18)


1,030,737
7

(2,009)
-
(4,970)
-
51,835
-
(5,607)
-
92,446
1

(5,335)

-

126,360
1

1,157,097
8

(173,639)
(1)

983,458
7

359
-

(50)

-


309

-
2019































Amount
$ 9,160,261

(7,167,061)


1,993,200


(469,272)

(312,638)

(1,551,946)


(2,333,856)


(340,656)


(1,152)
-

111,144

1,077

71,949

(22,723)


160,295


(180,361)

(25,319)


(205,680)


1,677

(235)


1,442
%
100
(78)
22
(5)
(4)
(17)
(26)
(4)

-

-

1

-

1

-
2
( 2)

-
(2)

-

-

-

This is the translation of the financial statements. CPAs do not audit or review on this translation.

121

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences from translating the
financial statements of foreign operations
(Notes 4)

Unrealized gains from debt instrument
investments measured at fair value through
other comprehensive income (Notes 4)


Total other comprehensive loss (net of income
tax)

TOTAL COMPREHENSIVE (LOSS) INCOME FOR
THE YEAR

NET LOSS ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE LOSS
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


LOSS PER SHARE (Note 24)
Basic

Diluted
2020 %
(1)
-

(1)

(1)

6

7
-

7

6
-

6

2019












Amount
$ (132,636)

972


(131,664)


(131,355)

$ 852,103

$ 1,011,992

(28,534)

$ 983,458

$ 884,178

(32,075)

$ 852,103

$ 3.97
$ 3.73











Amount
$ (147,153)

4,040


(143,113)


(141,671)

$ (347,351)

$ (175,249)

(30,431)

$ (205,680)

$ (315,164)

(32,187)

$ (347,351)

$ (0.63)
%
(2)

-
(2)
(2)
(4)
(2)

-
(2)
(4)

-
(4)

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

122

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2019

Legal reserve used to cover accumulated deficits
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net loss for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019, net
of income tax
Total comprehensive income (loss) for the year ended December 31,
2019
Treasury stock transferred to employees (Note 20 and 25)
Changes in ownership interests in subsidiaries (Note 26)
Compensation cost of employee share options (Note 20 and 25)
Issue of ordinary shares under employee share options (Note 20 and 25)
Decrease in non-controlling interests (Note 26)

BALANCE AT DECEMBER 31, 2019
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net income for the year ended December 31, 2020
Other comprehensive loss for the year ended December 31, 2020, net of
income tax
Total comprehensive income (loss) for the year ended December 31,
2020
Reduction of capital (Note 20)
Compensation cost of employee share options (Note 20 and 25)
Treasury stock transferred to employees (Note 20 and 25)
Issue of ordinary shares under employee share options(Note 20 and 25)
BALANCE AT DECEMBER 31, 2020
Equity Attributable to Owners of the Company
Retained Earnings(Accumulated Deficits)
Other Equity
Undistributed
Earnings (Deficits
Exchange
Differences from
Translating
Financial
Statement of
Unrealized
gains(losses) from
financial assets
measured at fair
value through
other
comprehensive
Legal Reserve
to be offset)
Foreign Operations
income
Treasury Shares
$ 186,154
$ (1,434,755)
$ 149,454
$ (2,290)
$ (191,998)
(186,154)
186,154
-
-
-
-
1,248,601
-
-
-
-
-
-
-
-
-
(175,249)
-
-
-
-

1,442

(145,397)

4,040

-

-

(173,807)

(145,397)

4,040

-

-
-
-
-
126,045
-
(9,500)
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-
(183,307)
4,057
1,750
(267,158)
-
183,307
-
-
-
-
-
-
-
-
-
1,011,992
-
-
-
-

309

(129,095)

972

-

-

1,012,301

(129,095)

972

-

-
-
-
-
5,191
-
-
-
-
-
-
-
-
-
237,651
-

-

-

-

-

$ -
$ 1,012,301
$ (125,038)
$ 2,722
$ (24,316)
Equity Attributable to Owners of the Company
Retained Earnings(Accumulated Deficits)
Other Equity
Undistributed
Earnings (Deficits
Exchange
Differences from
Translating
Financial
Statement of
Unrealized
gains(losses) from
financial assets
measured at fair
value through
other
comprehensive
Legal Reserve
to be offset)
Foreign Operations
income
Treasury Shares
$ 186,154
$ (1,434,755)
$ 149,454
$ (2,290)
$ (191,998)
(186,154)
186,154
-
-
-
-
1,248,601
-
-
-
-
-
-
-
-
-
(175,249)
-
-
-
-

1,442

(145,397)

4,040

-

-

(173,807)

(145,397)

4,040

-

-
-
-
-
126,045
-
(9,500)
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-
(183,307)
4,057
1,750
(267,158)
-
183,307
-
-
-
-
-
-
-
-
-
1,011,992
-
-
-
-

309

(129,095)

972

-

-

1,012,301

(129,095)

972

-

-
-
-
-
5,191
-
-
-
-
-
-
-
-
-
237,651
-

-

-

-

-

$ -
$ 1,012,301
$ (125,038)
$ 2,722
$ (24,316)
Equity Attributable to Owners of the Company
Retained Earnings(Accumulated Deficits)
Other Equity
Undistributed
Earnings (Deficits
Exchange
Differences from
Translating
Financial
Statement of
Unrealized
gains(losses) from
financial assets
measured at fair
value through
other
comprehensive
Legal Reserve
to be offset)
Foreign Operations
income
Treasury Shares
$ 186,154
$ (1,434,755)
$ 149,454
$ (2,290)
$ (191,998)
(186,154)
186,154
-
-
-
-
1,248,601
-
-
-
-
-
-
-
-
-
(175,249)
-
-
-
-

1,442

(145,397)

4,040

-

-

(173,807)

(145,397)

4,040

-

-
-
-
-
126,045
-
(9,500)
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-
(183,307)
4,057
1,750
(267,158)
-
183,307
-
-
-
-
-
-
-
-
-
1,011,992
-
-
-
-

309

(129,095)

972

-

-

1,012,301

(129,095)

972

-

-
-
-
-
5,191
-
-
-
-
-
-
-
-
-
237,651
-

-

-

-

-

$ -
$ 1,012,301
$ (125,038)
$ 2,722
$ (24,316)




Total
$ 8,044,273


-

-

(150,000)

(175,249)
(139,915)

(315,164)


126,045

(29,948)

9,787

12,485
-


7,697,478

-

(150,000)

1,011,992
(127,814)

884,178


(894,530)

21,279

238,879
15,559

$ 7,812,843
Non-controlling
Interests
$ 33,342

-
-
-
(30,431)
(1,756)

(32,187)

-
29,948
-
-
(411)

30,692
-
-
(28,534)
(3,541)

(32,075)

-
-
-
-

$ (1,383)
Total Equity
$ 8,077,615
-
-
(150,000)
(205,680)
(141,671)
Share Capital
Ordinary Shares
$ 2,987,432

-
-
-
-

-


-

-
-
-

9,327

-

2,996,759
-
-
-

-


-

(899,721)
-
-

6,494

$ 2,103,532
Capital Surplus
$ 6,551,481

-
(1,248,601)
(150,000)
-
-

-

-
(20,448)
9,787
3,158
-

5,145,377
(183,307)
(150,000)
-
-

-

-
21,279
1,228
9,065

$ 4,843,642
Retained Earnings(Accumulated Deficits)







Legal Reserve
$ 186,154

(186,154)
-
-
-
-

-

-
-
-
-
-

-
-
-
-
-

-

-
-
-
-

$ -
Undistributed
Earnings (Deficits
to be offset)
$ (1,434,755)

186,154
1,248,601
-
(175,249)

1,442

(173,807)

-
(9,500)
-
-

-

(183,307)
183,307
-
1,011,992

309


1,012,301

-
-
-

-

$ 1,012,301

(347,351)













126,045
-
9,787
12,485
(411)

7,728,170
-
(150,000)
983,458
(131,355)








852,103


(894,530)
21,279
238,879
15,559

$ 7,811,460

The accompanying notes are an integral part of the consolidated financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

123

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax from continuing operation

Adjustments for:
Depreciation expenses
Amortization expenses
Loss (gain) on financial assets and liabilities at fair value through
profit or loss
Finance costs
Interest income
Compensation cost of employee share options
Share of loss of subsidiaries and joint ventures
Loss on disposal of property, plant and equipment
Loss on disposal of investments
Write-down of inventories
Unrealized gain on foreign currency exchange
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value
through profit or loss
Trade receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities

Net defined benefit liabilities

Cash generated from operations
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial asset at fair value through other comprehensive
income
Proceeds from disposal of financial asset at fair value through other
comprehensive income
Acquisition of investments accounted for using equity method
Purchase for property, plant and equipment
Purchase of intangible assets
Decrease in other financial assets
Increases in other non-current assets
Interest received

Net cash generated from investing activities
2020
$ 1,157,097

77,433
35,903
5,607
2,009
(51,835)
21,279
4,970
1,264
40,928
(229,556)
(37,330)
(230,416)
(233,170)
19,988
165,670
(228,551)
113,845
125,308

(353)

760,090
(1,792)

(31,382)


726,916

(197,216)
118,197
(4,970)
(22,860)
(147)
155,603
(48,937)

63,648


63,318
2019
$ (180,361)
81,185
50,186
(1,077)
1,152
(111,144)
9,787
-
-
-
(115,912)
(8,917)
56,476
(461,962)
646,063
(209,611)
394,137
181,302
47,295
(341)
378,258
(1,152)
(31,938)
345,168
-
132,921
(101,704)
(825)
651,819
(80,012)
114,389
716,588

This is the translation of the financial statements. CPAs do not audit or review on this translation.

124

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Increases in short-term borrowings

Increase in guarantee deposits received
Cash dividends
Capital reduction payments to shareholders
Proceeds from issuance ordinary shares under employee share options
Treasury stock transferred to employees
Decrease in non-controlling interests

Net cash (used) generated in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 522,827

99,862
(150,000)
(894,530)
15,559
238,879

-


(167,403)


(72,652)

550,179

3,461,503

$ 4,011,682
2019
$ -
126,134
(150,000)
-
12,485
126,045
(411)
114,253
(70,432)
1,105,577
2,355,926
$ 3,461,503

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

1. GENERAL INFORMATION

FocalTech Systems Co., Ltd. (the “FocalTech” or the “Company”), formerly named as Orise Technology Co., Ltd., was incorporated in the Republic of China (“ROC”) in January 2006 and moved to Hsinchu Science Park in April in the same year. The Company’s shares have been listed on the Taiwan Stock Exchange (“TSE”) since July 2007. On January 2, 2015, the Company acquired FocalTech Corporation, Ltd. through a share swap and renamed on January 17, 2015. This acquisition was comprehensively considered as a reverse merger, where FocalTech Corporation, Ltd. was treated as the acquirer in the financial statements. The Company is mainly engaged in research, development, design, manufacturing, and sales of solutions regarding to human and machine interface devices, such as Display Driver IC, Touch Control IC and so on.

The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on February 4, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”)endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have significant impact on the Group’s accounting policies:

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
New, Revised or Amended Standards and Interpretations
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”
Effective Date
Issued by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021

The Group assessed the application of abovementioned standards and interpretations do not have significant impact on the Group’s accounting policies.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

126

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

127

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The present Consolidated Financial Report has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by Financial Supervisory Commission.

  • b. Basis of preparation

The consolidated financial statements are prepared on the historical cost basis, except for the financial instruments measured at fair value and the net defined benefit liabilities recognized in the fair value of the estimated assets, and explained in the accounting policies below.

The evaluation of fair value could be classified into level 1 to level 3 based on the degree of the observable intensity and importance of related input value:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Standards in differentiating current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Assets expected to be realized within 12 months after the reporting period; and

  • 2) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Those not as aforementioned current assets or current liabilities are classified as non-current assets or non-current liabilities.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Applicable adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Total comprehensive income of the subsidiaries is attributed both to the shareholders of the parent and the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing

This is the translation of the financial statements. CPAs do not audit or review on this translation.

128

controlling over the subsidiaries are accounted as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their interests in the subsidiaries respectively. The amount adjusted for the non-controlling interests and the difference between fair value and the consideration paid or received are recognized directly in equity and attributed to shareholders of the parent.

See Note 12, Table 5 and Table 6 for the detailed information of the subsidiaries (including the percentage of ownership and main business).

  • e. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the Group entities (including subsidiaries in other countries that use currency different from the currency of the Company) are translated into the presentation currency - New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

f. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

g. Property, plant and equipment

Property, plant and equipment are initially measured at cost, and subsequently measured at cost less accumulated depreciation.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

h. Goodwill

Goodwill arising from the acquisition of a business is carried at cost, and subsequently measured at cost less accumulated impairment loss.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

129

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

  • j. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs to.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or

This is the translation of the financial statements. CPAs do not audit or review on this translation.

130

deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • i) Measurement category

The Group’s financial assets include those measured at FVTPL, at amortized cost and investments in debt instruments measured at FVTOCI.

  • A. Financial asset at FVTPL

The equity instruments that are not specified as FVTOCI and debt instruments that do not meet the criteria of amortized cost or FVTOCI are mandatorily required to be measured at FVTPL.

Any dividends, interest earned and gain or loss arising from the remeasurement is recognized in profit or loss at fair value. The determination methodology of fair value of financial instruments states in Note 29.

  • B. Financial assets at amortized cost

Financial assets that meet both two following conditions will subsequently be measured at amortized cost:

  • (1) The objective of the business model to hold the financial asset is to collect contractual cash flows; and

  • (2) The cash flows from contractual terms of the financial asset on specified dates are solely matched for payments of principal and interests on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, account receivables at amortized cost, other financial assets, and refundable deposits, are measured at amortized cost, which equals to gross carrying amount determined by the effective interest method, subtracting any impairment loss. Foreign exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

Cash equivalents include time deposits with original maturities within 3 months from obtaining date, high liquidation level, readily convertible to a known amount of cash at any time, and low risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • C. Investments in debt instruments at FVTOCI

Investments in debt instruments that meet both the following conditions are subsequently measured at FVTOCI:

This is the translation of the financial statements. CPAs do not audit or review on this translation.

131

  • (1) The objective of the business model to hold the financial asset is to collect contractual cash flows and sell financial assets; and

  • (2) The cash flows from contractual terms of the financial asset on specified dates are solely matched for payments of principal and interests on the principal amount outstanding.

Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment losses or reversed gains on investments in debt instruments at FVTOCI are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed.

ii) Impairment of financial assets

At the end of each reporting period, the impairment loss is recognized by expected credit loss method for financial assets at amortized cost (including trade receivables) and for investments in debt instruments in FVTOCI.

The loss allowance for trade receivables is determined by the expected credit losses over the lifetime. For other financial assets at amortized cost and investments in debt instruments that are measured at FVTOCI, if the credit risk on the financial instrument has not increased significantly after initial recognition, a loss allowance is determined by the expected credit losses resulting from the possible default events within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk after initial recognition, a loss allowance is determined by the expected credit losses resulting from all possible default events over the expected life of a financial instrument.

Expected credit losses (ECLS) reflect the weighted average of credit losses with the respective risks of default occurring as the weights. 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

All impairment loss of the financial instruments with a corresponding adjustment to their carrying amount are through an allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.

iii) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

When a financial asset carried at amortized cost is derecognized in its entirety, the difference between the asset’s carrying amount and the consideration is recognized in profit or loss. If the financial asset is an investment in debt instruments at FVTOCI and derecognized in its entirety, the difference between the asset’s carrying amount and the sum of the consideration plus the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

  • 2) Equity instruments

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132

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

3) Financial liabilities

  • i) Subsequent measurement

All the financial liabilities are measured by amortized cost using the effective interest method.

  • ii) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • l. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

m. Revenue recognition

The Group recognizes revenue when customer’s contract obligations are satisfied.

Revenue comes from sales of human and machine interface devices ICs. Revenue is recognized when the ICs start to be shipped or are delivered to the specific locations instructed by customers, at which time the customer has full discretion over the ICs. Revenue and trade receivables are recognized concurrently.

The Group considers varying contractual terms to estimate sales returns and recognize refund liabilities, which is classified under other payables.

  • n. Lease

2020

The Group evaluates if the contract belongs to or includes the lease the commencement date.

The Group as lessee

Except for the leases of low-value asset or short-term leases recognized as expenses on a straight-line basis, the Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets from the commencement date.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

133

o. Government Grants

Government grants are not recognized until it is assured reasonably that the Group will be able to comply with the conditions attaching to the subsidies and the grants will be received possibly.

Government grants used as the compensation for expenses or losses already incurred are recognized in profit or loss in the period in which they become receivable and are not necessary to return.

  • p. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost, including current service cost and net interest on the net defined benefit liability (asset), is recognized as employee benefits expense in the period it occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.

  • q. Share-based payment arrangements

Equity-settled and share-based payment arrangements granted to employees

The fair value at the grant date of the equity-settled and share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s optimal estimate number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options.

  • r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

The tax on unappropriated earnings according to the Income Tax Law should be accrued in the year when the resolution regarding to the appropriated earnings is made in the shareholder meeting.

Any adjustment of prior years’ tax liability is counted in the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. In addition, a

This is the translation of the financial statements. CPAs do not audit or review on this translation.

134

deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the deferred tax are recognized in other comprehensive income.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

135

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent (investments with original maturities less than three
months)

December 31 December 31


2020
$ 2,182

3,668,013
341,487

$ 4,011,682
2019
$ 4,381
2,103,526

1,353,596
$ 3,461,503

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Demand deposits

Time deposits
**December 31 **
2020
2019
0.001%-0.35% 0.001%-0.35%
0.1%-0.35%
1.56%-2.32%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS-NON-CURRENT

December 31 December 31 December 31
December
31
2020 2019
Mandatorily at fair value through profit or loss
(FVTPL)
Listed preferred shares $ 72,186 $ 10,931
Private Funds 52,579 45,423
Structured Investments 109,897 -
$ 234,662 $ 56,354
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31, 2020
December 31, 2019
Investments in debt instruments
Current
Foreign investments
Fixed income bonds $ - $ 120,475
Non–Current
Foreign investments
Fixed income bonds $ 247,974 $ 60,898
Yield rates 1.801%4.117% 2.307%4.117%

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

This is the translation of the financial statements. CPAs do not audit or review on this translation.

136

9. OTHER FINANCIAL ASSETS

Time deposits with original maturities more than three months

Market rate intervals

10. TRADE RECEIVABLES, NET
Trade receivables
December 31 December 31 December 31

2020
2019
$ 1,385,936
$ 1,596,292
0.2%4.18%
1.5%4.18%
December 31
2020
2019
$ 1,633,900
$ 1,420,459
2020
$ 1,633,900
2019
$ 1,420,459

The average credit period on sales of goods was 60-120 days. In order to minimize credit risk, management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Group’s credit risk was significantly reduced.

The Group recognizes the allowance loss for accounts receivable based on expected credit losses during the duration. The expected credit losses on trade receivables are estimated by using an allowance matrix which references customer default records, customer’s current financial position, and general economic conditions of the industry. Due to the past experiences, there is no significant difference among the loss patterns of different customer groups. Therefore, the allowance matrix does not further distinguish the customer groups, and only sets the expected credit loss rate based on the overdue days of trade receivable.

The following table details the loss allowance of trade receivables based on the Group’s allowance matrix.

December 31, 2020


Expected credit loss
rate
Gross carrying amount
and Amortized cost

December 31, 2019

Expected credit loss
rate
Gross carrying amount
and Amortized cost
Non Past Due
0%

$1,593,485

Non Past Due
0%

$1,420,085

Overdue 1-60
Days
0%
$ 40,401

Overdue 1-60
Days
0%
$ 374
Overdue 61-180
Days
0%
$ 14

Overdue 61-180
Days
0%
$ -
Overdue Over
181 Days
0%
$ -

Overdue Over
181 Days
0%
$ -
Total


0%
$ 1,633,900
Total

0%
$ 1,420,459

This is the translation of the financial statements. CPAs do not audit or review on this translation.

137

11. INVENTORIES

Finished goods

Work in progress
Raw materials and supplies

December 31 December 31


2020
$ 418,694

1,025,201
311,247

$ 1,755,142
2019
$ 476,430
775,899

318,424
$ 1,570,753

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $10,371,572 thousand and $7,167,061 thousand, included gain from price recovery of inventory of $229,556 thousand and $115,912 thousand for the years ended December 31, 2020 and 2019, respectively.

12. SUBSIDIARIES

Subsidiaries included in the consolidated financial statement were as follows:

Investor
Investee
Nature of Activities
Proportion of
Ownership
December 31
2020
2019

FocalTech Systems
FocalTech Corporation, Ltd.
Investment activity
Co.,Ltd.
FocalTech Electronics,Ltd.
Investment activity
100%
100%
100%
100%
FocalTech Systems
Co., Ltd. and
FocalTech
Electronics Co.,
Ltd.
FocalTech Smart Sensors,Ltd.
Investment activity
67.15%
(a)
67.15%
FocalTech Smart
Sensors,Ltd.
FocalTech Smart Sensors Co.,
Ltd.
Research, development, manufacturing
and sale of integrated circuits
100%
100%
FocalTech
Corporation,Ltd.
FocalTech Systems, Inc.
Investment activity
100%
100%
FocalTech Systems,
Inc.
FocalTech Systems, Ltd.
Investment activity
100%
100%
FocalTech Systems,
Ltd.
FocalTech Systems (Shenzhen)
Co., Ltd.
Design and research of integrated circuits
FocalTech Electronics Co.,Ltd. Import and export of integrated circuits
100%
100%
100%
100%
FocalTech Electronics,
Ltd.
FocalTech Electronics
(Shanghai) Co., Ltd.
Sales support and post-sales service for
affiliates’ IC products
FocalTech Electronics
(Shenzhen) Co., Ltd.
Research, development, manufacturing
and sale of integrated circuits
Hefei PineTech Electronics Co.,
Ltd.
Research, development and sale of
integrated circuits
100%
100%
100%
100%
100%
100%
  • a. FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. which was held by The company and FocalTech Electronics Co., Ltd.

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2019

Additions
Effect of foreign currency exchange
(
Buildings
Development
Equipment
$ 1,375,563 $ 192,558
578
99,552

53,180)
(
6,450)
(
Office
Equipment
Information
Equipment
$ 15,970 $ 42,675

54
1,520

476)
(
1,574)
(
Leasehold
Improve-
ments
$ 38,956

-

568)
(
Total
$ 1,665,722

101,704

62,248)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

138

differences
Balance at December 31, 2019

Accumulated depreciation
Balance at January 1, 2019

Depreciation
Effect of foreign currency exchange
differences
(
Balance at December 31, 2019

Carrying amounts at December 31, 2019
Cost
Balance at January 1, 2020

Additions
Reclassification
Disposals
Effect of foreign currency exchange
differences

Balance at December 31, 2020

Accumulated depreciation
Balance at January 1, 2020

Depreciation
Reclassification
Disposals
Effect of foreign currency exchange
differences

Balance at December 31, 2020

Carrying amounts at December 31, 2020
$ 1,322,961
$ 285,660
$ 15,548
$ 42,621

$ 51,610 $ 138,166 $ 11,635 $ 31,508
36,526
39,537
1,142
3,454

3,375)
(
3,335)
(
346)
(
1,210)
(
$ 84,761
$ 174,368
$ 12,431
$ 33,752

$ 1,238,200
$ 111,292
$ 3,117
$ 8,869

$ 1,322,961 $ 285,660 $ 15,548 $ 42,621
-
19,431
97
3,332
- (
259 ) (
76 )
335
- (
5,965 ) (
4,123 ) (
7,935 )
20,129
(
5,890)

111

516

$ 1,343,090
$ 292,977
$ 11,557
$ 38,869

$ 84,761 $ 174,368 $ 12,431 $ 33,752
35,022
39,020
798
2,593
-
-
10 (
10 )
- (
5,868 ) (
3,750 ) (
7,141 )
1,913
(
3,798)

85

367

$ 121,696
$ 203,722
$ 9,574
$ 29,561

$ 1,221,394
$ 89,255
$ 1,983
$ 9,308
$ 38,388
$ 1,705,178
$ 38,431 $ 271,350

526
81,185

569)
(
8,835)
$ 38,388
$ 343,700
$ -
$ 1,361,478
$ 38,388 $ 1,705,178

-
22,860

-
-

- (
18,023 )
216

15,082
$ 38,604
$ 1,725,097
$ 38,388 $ 343,700

-
77,433

-
-

- (
16,759 )
216
(
1,217)
$ 38,604
$ 403,157
$ -
$ 1,321,940

Property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings 45-50 years Development equipment 3-5 years Office equipment 3-5 years Information equipment 3-5 years Leasehold improvements 1-5 years

Property, plant and equipment were pledged as collateral. Refer to Note 31.

14. GOODWILL


Ending balance
**For the Year Ended ** **For the Year Ended ** **December 31 **
2020
$ 1,237,268
2019
$ 1,237,268

Considering the synergy of integration of LCD driver and touch controller under the industry trend, the reverse merger was triggered by FocalTech Corporation, Ltd. on January 2, 2015, resulting the goodwill of $3,237,268 thousand. In 2018, the impacts of market improper competition and the shortage of wafer supply made the company a serious market share decline, which is expected to influence the market shares and gross margins in the future. Therefore, the recoverable amount from IDC (Integrated Driver Controller) less than the carrying value so the Company recognized the impairment loss of $2,000,000 thousand. In 2019, based on the market growth and market share gain in smartphone market, the Group estimated cash

This is the translation of the financial statements. CPAs do not audit or review on this translation.

139

flows from sales of IDC (Integrated Driver Controller), and the recoverable amount exceeded the carrying value. Therefore, the Group did not recognize any impairment on goodwill.

The recoverable amount is calculated by IDC projected net cash flows, discounted at 15.45% and 10.66% for the years ended December 31, 2020 and 2019, under the assumptions of management team judgments and historical experiences with regard to future growth rates and gross margin .

15. OTHER INTANGIBLE ASSETS

Cost
Balance at January 1, 2019

Additions
Effect of foreign currency
exchange differences
(
Balance at December 31, 2019
Accumulated amortization
Balance at January 1, 2019

Amortization expense
Effect of foreign currency
exchange differences
(
Balance at December 31, 2019
Carrying amounts at
December 31, 2019

Cost
Balance at January 1, 2020

Additions
Effect of foreign currency
exchange differences
(
Balance at December 31, 2020
Accumulated amortization
Balance at January 1, 2020

Amortization expense
Effect of foreign currency
exchange differences
(
Balance at December 31, 2020
Carrying amounts at
December 31, 2020
Licenses
and
Franchises
$ 130,393
-

2,674)
(
$ 127,719

$ 95,724
16,296

2,344)
(
$ 109,676

$ 18,043

$ 127,719
-

5,457)
(
$ 122,262

$ 109,676
17,660

5,206)
(
$ 122,130

$ 132
Software
$ 157,801

825

3,656)
(
$ 154,970

$ 133,210

18,704

3,538)
(
$ 148,376

$ 6,594

$ 154,970

147

6,870)

$ 148,247

$ 148,376

3,057

6,890)

$ 144,543

$ 3,704
Patents
Trademark
$ 76,714 $ 74,000

-
-

10)

-
(
$ 76,704
$ 74,000

$ 31,376 $ 29,600

7,786
7,400

10)

-
(
$ 39,152
$ 37,000

$ 37,552
$ 37,000

$ 76,704 $ 74,000

-
-

4

-
(
$ 76,708
$ 74,000

$ 39,152 $ 37,000

7,786
7,400

4

-
(
$ 46,942
$ 44,400

$ 29,766
$ 29,600
Total
$ 438,908

825

6,340)
$ 433,393
$ 289,910

50,186

5,892)
$ 334,204
$ 99,189
$ 433,393

147

12,323)
$ 421,217
$ 334,204

35,903

12,092)
$ 358,015
$ 63,202

This is the translation of the financial statements. CPAs do not audit or review on this translation.

140

Other intangible assets were amortized on a straight-line basis over the estimated useful lives as follows:

Licenses and franchises 3-5 years Software 1-5 years Patents 7-10 years Trademark 10 years

16. SHORT-TERM BORROWINGS

Unsecured bank loans

Secured bank loans


Annual interest rate
Unsecured bank loans
Secured bank loans
December 31 December 31
2020
$ 480,000


43,648

$ 523,648

0.881.06%
4.1%
2019
$ -

-
$ -

17. TRADE PAYABLES

Trade payables
December 31 December 31
2020
$ 1,731,109
2019
$ 1,986,219

The average credit period on purchases was 30-60 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

18. OTHER PAYABLES

Payable for rebates

Payable for salaries and bonus
Payable for labor, health and social insurance
Reserve for litigations
Payable for professional services and others

December 31 December 31


2020
$ 423,800

467,979
13,977
47,598
84,077

$1,037,431
2019
$ 408,291
411,236
12,367
50,105

72,450
$ 954,449

19. RETIREMENT BENEFIT

a. Defined contribution plans

The Company FocalTech Smart Sensors Co., Ltd. and FocalTech Electronics Co., Ltd. adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

141

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
**December 31 ** **December 31 **

(
2020
$ 42,275
18,909)

$ 23,366
2019
$ 45,235
(21,157)
$ 24,078

Movements in net defined benefit liability were as follows:

Present Value of
the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Balance at January 1, 2019 $ 45,590 ($ 19,494) $ 26,096
Service cost
Current service cost 125 -
125
Net interest expense (income) 570 (248) 322
Recognized in profit or loss 695 (248) 447
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - ( 627) ( 627)
Actuarial loss - changes in financial
assumptions 1,421 -
1,421
Actuarial loss - experience adjustments (2,471) - (2,471)
Recognized in other comprehensive income (1,050) (627) (1,677)
Contributions from the employer - (788) (788)
Balance at December 31, 2019 45,235 (21,157) 24,078
Service cost
Current service cost 126 -
126
Net interest expense (income) 452 (215) 237
Recognized in profit or loss 578 (215) 363
Remeasurement

This is the translation of the financial statements. CPAs do not audit or review on this translation.

142

Return on plan assets (excluding amounts
included in net interest)


Actuarial loss - changes in financial
assumptions

Actuarial loss - experience adjustments

Recognized in other comprehensive income
Contributions from the employer

Benefits paid

Balance at December 31, 2020



(
-
1,436
1,151
2,327)
260
-
3,798)
$ 42,275
( 619)
( 619)
-
1,436
-
1,151
-
(2,327)
( 619)
(359)
( 716)
( 716)
3,798
-
($ 18,909)
$ 23,366



(

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2020
2019
0.8%
1%
4.5%
4.5%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
1% increase
1% decrease
**December 31 ** **December 31 **
(


(
2020
$ 1,501)
(
$ 1,566

$ 6,441

$ 5,567)
(
2019
$ 1,422)
$ 1,481
$ 6,141
$ 5,334)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in

This is the translation of the financial statements. CPAs do not audit or review on this translation.

143

isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2020
$ 717

16.1 years
2019
$ 770
14.9 years

20. EQUITY

  • a. Share capital

Ordinary shares (NT$10 par value per share)

Numbers of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2020
500,000

$ 5,000,000

210,353

$ 2,103,532
2019

500,000
$ 5,000,000

299,676
$ 2,996,759
  • b. Capital surplus
BALANCE, JANUARY 1, 2019

Capital surplus used to cover accumulated deficits

Cash distribution from additional paid-in capital

Changes in ownership interests in subsidiaries

Employee treasury share vested

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2019

Capital surplus used to cover accumulated deficits

Cash distribution from additional paid-in capital

Employee treasury share vested

Treasury shares transferred to employees

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2020
Additional
Paid-in
Capital
(1)
Treasury
Shares
(1)
Changes in
ownership
interests in
subsidiaries
(2)

$ 20,448
-
-
( 20,448)
-
-
-
-

-
-
-
-
-
-
-
-

$-
Employee
Share Options
(3)
S Employee
hare Options
-Expired
(2)
Total
















$ 6,422,355
( 1,248,601)
( 150,000)
-
-
-
13,917
-

5,037,671
( 183,307)
( 150,000)
-
-
-
21,081
-

$ 4,725,445
















$ 40,868
-
-
-
7,794
-
-
-

48,662
-
-
19,471
1,228
-
-
-

$ 69,361

$ 47,476
-
-
-
( 7,794)
9,787
( 10,759)
( 13,200)

25,510
-
-
( 19,471)
-
21,279
( 12,016)
( 399 )

$ 14,903








(








$ 20,334
-
-
-
-
-
-
13,200)

33,534)
-
-
-
-
-
-
399

$ 33,933
$ 6,551,481
( 1,248,601)
( 150,000)
( 20,448)
-
9,787
3,158
-
5,145,377
( 183,307)
( 150,000)
-
1,228
21,279
9,065
-
$ 4,843,642
  • 1) This type of capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or converted to share capital (at a certain percentage of the Company’s capital surplus annually).

  • 2) This type of capital surplus may be used to offset a deficit.

  • 3) This type of capital surplus cannot be used for any purposes.

  • c. Retained earnings and dividend policy

The amendments to the Company’s Articles of Incorporation had been approved by the Company’s shareholders in its meeting held on June 20, 2019, which stipulate that earnings distribution may be

This is the translation of the financial statements. CPAs do not audit or review on this translation.

144

made on a quarterly basis after the close of each quarter.

The Company’s amended Articles of Incorporation provides that, when distributing earnings belonging to the first three quarter, the Company shall first estimate and reserve taxes to be paid, offset its deficits, estimate and reserve employees’ compensation and remuneration to directors, then set aside a legal capital reserve at 10% of the remaining earnings and set aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings at the beginning shall be used by the Company’s board of directors as the basis for proposing a distribution plan after the Company’s board of directors consider operational situation and retain proper amount. By the way of stock dividends, it shall be approved by the Company’s shareholders in its meeting; by the way of cash dividends, it shall be approved by the Company’s board of directors.

When distributing annual earnings, the Company shall pay taxes, offset its losses, set aside 10% as legal reserve, then set aside or reverse a special reserve in accordance with relevant laws or regulations. The Board of Directors shall prepare a distribution proposal for the remaining earnings plus the unappropriated retained earnings of previous years. Earnings distribution may be made in the form of shares after an approved resolution made by the shareholders’ meeting. Pursuant to the Company Act, the distributable dividends and bonuses or the legal reserve and the capital reserve (stipulated in Article 241, Paragraph 1 of the Company Act) in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition to a report of such distribution shall be submitted to the shareholders’ meeting.

Before the amendment of the Company’s Articles of Incorporation on shareholders’ meeting on June 20, 2019, the earing distribution is only allowed after yearly closing by the approval of the shareholders’ meeting. The rest retained earnings and dividends policy are consistent.

On June 20, 2020, the shareholders’ meeting resolved that the Company’s Articles of Incorporation amended on June 20, 2019 shall be revised back to the previous version.

See Note 23(d) for policy stipulated in the Articles of Incorporation regarding to the remuneration for employees and directors.

Considering current and future development plans, investment conditions, capital requirements, and market competition situations, and shareholder benefits, The Company would appropriate the dividends to the shareholders not less than 10% of the current year’s earnings. The dividends could be paid in cash or shares. The cash portion should be equal or more than 10% of the total dividends. It is allowed not to distribute any cash dividend if the cash amount per share is less than NT 0.5.

Legal reserve should be appropriated from earnings until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

NT$186,154 thousand from legal reserve and NT$1,248,601 thousand from capital surplus for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.52010840 per share, from additional paid-in capital of share issue premium had been approved in the Company’s shareholders’ meeting on June 20, 2019.

NT$183,307 thousand from additional paid-in capital for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.50291032 per share, from additional paid-in capital of share issue premium had been approved in the Company’s shareholders’ meeting on June 20, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

145

To increase the return on shareholders’ equity, it was approved for reduction of capital in the Company’s shareholders’ meeting on June 20, 2020. Company’s share capital was reduced by $899,721 thousand, and estimated to eliminate 89,972 thousand shares of the Company. Each share will be returned by $3 and the ratio of capital reduction is 30%. The reduction of capital was approved by Financial Supervisory Commission on September 2, 2020. The record date of capital reduction was September 8, 2020, and the date of completion of capitalization change registration was on September 14, 2020. The amount of capital reduction was returned to the company’ shareholders on October 28, 2020.

  • d. Treasury stock
(In
Number of shares at January 1, 2019

Decrease during the period
(
Number of shares at December 31, 2019

Number of shares at January 1, 2020

Decrease during the period
(
Decrease due to capital reduction during the period
(
Number of shares at December 31, 2020
Shares
Thousands)
15,970
4,992)
10,978
10,978
9,681)
519)
778

The detailed information for other Shares Buy Back Programs could be found in Note 25 (b).

The treasury shares held by the company cannot be pledged and no dividend and voting right is attached in accordance with the Regulations of Securities and Exchange Act.

e. Non - controlling interests

Balance at the beginning of the year
Non - controlling interests: net loss for the year
Exchange differences from translating the financial statements of
foreign operations
Changes in ownership interests of subsidiaries
Other (Note 26)
Balance at the end of the year
REVENUE

IC for human and machine interface devices

Contract balances
Contract liabilities (classified as current liabilities)

Sales of goods
**December 31 ** **December 31 **

(
(


(
**For **
2020
2019
$ 30,692
$ 33,342
28,534)
( 30,431)
3,541)
( 1,756)
-
29,948
-
(411)
$ 1,383)
$ 30,692
**the Year Ended December 31 **
2020
2019
$ 13,800,348
$ 9,160,261
December 31

2020
$ 149,430
2019
$ 53,847

21. REVENUE

This is the translation of the financial statements. CPAs do not audit or review on this translation.

146

22. NET INCOME

a. Finance costs


Interest on deposits
Interest on bank loans
Depreciation and amortization

Property, plant and equipment

Intangible assets


An analysis of depreciation and
amortization by function
Operating costs

Operating expenses


Employee benefits expense

Post-employment benefits
Defined contribution plans

Defined benefit plans (see Note 19)
Share-based payments (see Note 25)
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended ** **For the Year Ended ** **For the Year Ended ** **December 31 **
2020
$ 1,078

931
$ 2,009
For the Year Ended
2019
$ 1,150

2
$ 1,152
December 31
2020
$ 77,433


35,903

$ 113,336

$ 722


112,614

$ 113,336

For the Year Ended
2019
$ 81,185

50,186
$ 131,371
$ 1,299

130,072
$ 131,371
December 31





2020
$ 28,022

363
21,279
1,442,245

$ 1,491,909

$ 124,636

1,367,273

$ 1,491,909
2019
$ 28,771
447
9,787

1,431,412
$ 1,470,417
$ 111,910

1,358,237
$ 1,470,147
  • b. Depreciation and amortization

  • c. Employee benefits expense

  • d. The remuneration to employees and directors

The Company stipulates to distribute employees’ compensation and remuneration to directors at the rates no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors. In 2020 and 2019, due to the net loss before tax, there was no accrual for any remuneration to employees and directors. The accrued employees’

This is the translation of the financial statements. CPAs do not audit or review on this translation.

147

compensation and remuneration to directors for the year ended December 31, 2020 are as follows:

The remuneration to employees
The remuneration to directors
The remuneration to employees
The remuneration to directors
December 31, 2020 December 31, 2020
9.4%
0.6%
December 31, 2020
$123,450
$ 7,214

If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amount of remuneration to employees and directors resolved and the amount of remuneration to employees and directors accounted for in 2020 financial statements.

Information on the employees’ compensation and remuneration to directors resolved by the Company’s board of directors are available on the Market Observation Post System website of the Taiwan Stock Exchange.

23. INCOME TAXES

a. Income tax expense (benefit) recognized in profit or loss


Current tax
In respect of the current year
Adjustments for prior years
Deferred tax
In respect of the current year
Adjustments for prior years
Income tax expense (benefit) recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 114,160

4,006
118,166
54,139

1,334

55,473
$ 173,639
2019
$ 8,318

1,199

9,517
16,654

(852)

15,802
$ 25,319

A reconciliation of accounting profit and income tax expense is as follows:


Loss before tax from continuing operations

Income tax expense calculated at the statutory rate and the
effective tax rate

Nondeductible expenses in determining taxable income
Tax effect of earnings to be distributed by subsidiaries
Unrecognized temporary differences

Unrecognized loss carryforwards
Adjustments for prior years’ tax
Others
For the Year Ended For the Year Ended December 31



2020
$1,157,097

$ 156,784

7,510
21,734
(31,207)
13,478
5,340
-
2019
$(180,361)
$ 3,775
1,409
4,597
-
13,591
347

1,600

This is the translation of the financial statements. CPAs do not audit or review on this translation.

148

Income tax expense recognized in profit or loss

$ 173,639 $ 25,319

The company’s research and development expenditure is expected to offset the corporate income tax by 30%, so the effective tax rate is 14% after considering the deduction effect.

  • For other jurisdictions, taxes are calculated using the applicable tax rate for each individual jurisdiction.

  • b. Current tax assets and liabilities


Current tax assets( recorded as other current assets)
Tax refund receivable

Current tax liabilities
Income tax levied on accumulated overseas undistributed
earnings (i)
Income tax payable

Total
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 2,050
$ 1,788
For the Year Ended December 31

2020
$ 316,119
117,002

$ 433,121
2019
$ 354,833
8,339
$ 363,172
  • (i) The estimated income tax from accumulated overseas undistributed earnings determined at the end of 2017 for FocalTech Systems, Inc. could be paid in installments for eight years under the US tax law.

  • c. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

2020

Deferred tax assets
Temporary differences
Obsolete of inventory

Others

Loss carryforwards


Deferred tax liabilities
Intangible assets

Temporary differences
Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
Exchange
Differences
$ 89,699
$ (18,363)
$ -
$ -

2,111

(6,011)

(50)

-

91,810
(24,374)
(50)
-

28,972

11,423

-

219

$ 120,782
$(35,797)
$ (50)
$ 219

$ 10,290
$ (2,058)
$ -
$ -

23,247
21,734

-

-

$ 33,537
$ 19,676
$ -
$ -
Closing
Balance
$ 71,336
(3,950)

67,386
17,768

$ 85,154

$ 8,232
44,981

$ 53,213

This is the translation of the financial statements. CPAs do not audit or review on this translation.

149

2019

Deferred tax assets
Temporary differences
Obsolete of inventory

Others


Loss carryforwards


Deferred tax liabilities
Intangible assets

Temporary differences
Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
Exchange
Differences
$ 109,571
$ (19,872)
$ -
$ -

3,350

(1,004)

(235)

-

112,921
(20,876)
(235)
-

21,937

7,613

-

(578)

$ 134,858
$(13,263)
$ (235)
$ (578)

$ 12,348
$ (2,058)
$ -
$ -

18,650

4,597

-

-

$ 30,998
$ 2,539
$ -
$ -
Closing
Balance
$ 89,699
2,111
91,810
28,972
$ 120,782
$ 10,290
23,247
$ 33,537
  • d. Information about unused loss carryforwards and tax-exemption.

Loss carryforwards as of December 31, 2020 comprised of:

Unused Amount Unused Amount Expiry Year
$ 623 2021
2,321 2023
5,405 2024
22,897 2026
73,861 2027
92,564 2028
69,519 2029
91,287 2030
$ 358,477
  • e. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2020 and 2019, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $2,480,872 thousand and $2,742,072 thousand, respectively.

  • f. Income tax assessments

The Company, FocalTech Smart Sensors Co., Ltd., and FocalTech Electronics Co., Ltd.’s tax returns until 2018 have been assessed by the tax authorities.

24. EARNINGS (LOSS) PER SHARE

This is the translation of the financial statements. CPAs do not audit or review on this translation.

150


Basic earnings (loss) per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
2020
$ 3.97
$ 3.73
2019
$ (0.63)

The losses and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

For the Year Ended
2020
losses used in the computation of basic earnings (loss) per share
$1,011,992

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares):
**For the Year Ended ** December 31
2019
$(175,249)

Weighted average number of ordinary shares used in the computation
of basic earnings per share
Effect of potentially dilutive ordinary shares:
Employee shares buyback program(note)
Employee share options (note)
The remuneration to employees

Weighted average number of ordinary shares used in the computation
of diluted earnings per share
For the Year Ended For the Year Ended December 31


2020
254,897

14,592
569
1,322

271,380
2019
276,714
-
-
-
276,714

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

Note: The Group has a net loss after tax, so there is no dilutive effect in 2019.

25. SHARE-BASED PAYMENT ARRANGEMENTS

The company did not issue any additional employee stock option plan in 2020 and 2019.

The Company’s shareholders’ meeting resolved to issue restricted stocks for employees up to 6,000 thousand shares on June 20, 2020. There was no restricted stock granted to employees by the end of 2020 while the restricted stocks plan was approved by Financial Supervisory Commission on August 12, 2020.

  • a. Employee stock option plan

Information about vested options of 2020 and 2019 are as following:

This is the translation of the financial statements. CPAs do not audit or review on this translation.

151

Employee Stock
Option Plan
2006
2015
December 31,2020
Weighted-aver
age remaining
contractual life
(years)
1.1~2.27
4.67
December 31,2019
Range of
exercise price
(NT$)
$5.46~36.8
15.9
Range of
exercise price
(NT$)
$4.2~32.10
12.2
Weighted-aver
age remaining
contractual life
(years)
1.32~3.48
5.67

Information about outstanding options in 2020 and 2019 is as following:

Employee
Stock Option
Plan
2020
Beginning

Quantity
of Options
805,599
677,500
2019
Beginning

Quantity
of Options
1,594,999
627,250
985,750
2020
Beginning

Quantity
of Options
805,599
677,500
2019
Beginning

Quantity
of Options
1,594,999
627,250
985,750
Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired
Weighted-
average
Exercise
Price
(NT$)
$ -
13.56
expired
Weighted-
average
Exercise
Price
(NT$)
$ 27.80
37.90

-
EndingBalance EndingBalance

Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006
2015
Employee
Stock Option
Plan
$ 23.49
12.20
Balance


( 38,000)
Options

Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006
2013
2015


1,594,999
627,250
985,750
$ 19.86
37.90

12.2

-

-
(35,750)
$ -

-

12.2
(660,200)

-
(272,500)
$ 13.86

-

12.2
(129,200)
(627,250)

-
805,599

-
677,500
$ 23.49
-

12.2

As of December 31, 2020, the valid and outstanding employee stock option plans are as following:

Plan
2006 employee stock option
plan
2015 employee stock option
plan
Number of
Options
12,600,000
2,800,000
Valid
Period
10 years
10 years
Vesting Terms
(1) A certain percentages of the options
defined in the plan are vested and
exercisable after the first anniversary,
or (2) according to the achievement
level of the performance target defined
in advance.
(1) A certain percentage of the options
defined in the plan are vested and
exercisable after the second
anniversary.

For the subsequent changes in the Company’s ordinary share capital, such as issuance of shares in cash, from earnings and capital surplus, consolidation, spin-off, share split,issuance of global depositary receipts,and decrease in ordinary shares which is not resulted from treasury share retired, the exercise price and the conversion ratio would be considered to adjust accordingly based on the plans.

b. Shares Buy Back Program

Information about the Company buyback its shares as follows:

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152

Items
The 2nd Shares Buy
Back Program
The 3rd Shares Buy Back
Program
The 4th Shares Buy Back
Program
The 5th Shares Buy Back
Program
The date of
board of
directors
approved
2016/4/28
2017/5/12
2018/7/26
2018/8/23
Buyback
shares
(In thousand
share)
5,000
6,808
8,000
7,689
Transferred
shares
(In thousand
share)
Adjustment
due to capital
reduction
(In thousand
share)

5,000
-
6,808
-
7,848
(
46 )
6,544
(
473 )
Shares not
transferred
yet
(In thousand
share)
-
-

106

672
Transferred
price
(in dollar)
$ 26.53

36.11

33.81
(Adjusted)

34.09
(Adjusted)

Information about Shares Buy Back Programs is as follows:

The 2nd Shares Buy Back Program The 3rd Shares Buy Back Program

The 2nd Shares BuyBack Program The 3rd Shares Buy Back Program ck Program
Employee
subscription
base date
Shares
transferred
(In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
Employee
subscription
base date
Shares
transferred
(In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
2016/10/28
2,624
$ 11.26 2017/07/24
3,198
$ 12.85
2017/02/24
50
11.26 2018/07/26
3,515
-
2018/02/08
120
4.20 2019/05/07
95
-
2018/04/24
255
4.30
2018/07/26
1,765
-
2019/05/07
186
-
Total
5,000
Total
6,808
The 4th Shares BuyBack Program The 5th Shares Buy Back Program
Employee
subscription
base date
Shares
transferred
(In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
Employee
subscription
base date
Shares
transferred
(In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
2020/03/20
7,848
$ 11.26 2019/05/07
4,651
$ -
2019/11/08
60
-
2020/03/20
1,399
3.70
2020/11/06
434
1.90
Total
7,848
Total
6,544
The fair
value of the
right to
subscribe
(NT$)
Employee
subscription
base date
2020/03/20
Total
$ -
-
3.70
1.90

The limitations and rights on the unvested shares were as follows;

  • 1) The employees cannot sell, pledge, transfer, donate, or dispose these shares.

  • 2) The Company and the employees should enter into a trust agreement with a trust and custodian institution and authorize the institution to exercise the shareholders’ rights including but not limited to attendance, proposing, speaking and voting in the shareholder meetings.

  • 3) The unvested shares are entitled to receive cash and/or share dividends and the derivatives.

If an employee fails to meet the vesting conditions, the trust institution would dispose the unvested shares and return proceeds to the employee no more than the original purchase price.

  • c. Options of the share transfer plan granted were measured by using the Black-Scholes pricing model

Compensation cost recognized for share-based payments above in 2020 and 2019 were as follows:

This is the translation of the financial statements. CPAs do not audit or review on this translation.

153


Employee share option plans

Shares buy back program



Capital surplus - employee share options
**For the Year Ended ** **For the Year Ended ** December 31
2020
$ -


21,279

$ 21,279

For the Year Ended
2019
$ 669

9,118
$ 9,787
December 31
2020
$ 21,279
2019
$ 9,787

26. Equity transactions with non - controlling interests

In November 2019, the Group ownership interest over FocalTech Smart Sensors Co., Ltd. increase to 67.15% from 61.88% Due to capital injection and no pro rata subscription in new shares.

The transactions did not change the controlling status. FocalTech Smart Sensors Co., Ltd. was treated as a subsidiary under equity method.

27. OPERATING LEASE ARRANGEMENTS

The Group is Lessee

The Company and its subsidiaries have lease contracts for office, plant and some office equipment, which would be expired before December 2021. Above mentioned lease contracts are short-term lease agreement, and the Group applies practical expedients so the Group does not recognize right-of-use assets and lease liabilities. The amount of short-term commitment which the Group apply practical expedients is $16,702 thousand and $16,611 thousand for the years ended December 31,2020 and 2019,respectively.

The lease payments recognized in profit or loss for the current period was as follows:


lease payment
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 35,178
2019
$ 36,524

28. CAPITAL MANAGEMENT

The capital structure of the Group is consisted by debt and equity .The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.

To define the strategy of the Group’s capital structure, the Group first sets its target market share according to the industry scale, the growth of the industry and the product roadmap. Based on the projected market position, the Group plans the research and development investment and capital expenditure. Furthermore, the Group calculates working capitals and cash demands based on the long-term development plan considering the industry characteristics to build up the overall operating model. Finally, the Group evaluates not only the possible contribution margin, operating profit ratio and cash flows according to the product competitiveness but also risk factors such as the fluctuation of the business circle and the life circle of the product to decide the suitable capital structure. The management reviews capital structures periodically and considers the possible costs and risks of different capital structures. Generally, the Group adopted prudent capital management strategy.

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154

The Group was not restricted to other external capital requirements.

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The management believes the carrying amounts of financial assets and financial liabilities not measured of fair value approximate their fair values or cannot be reliably measured.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1.) Fair value hierarchy

December 31, 2020
Financial asset at FVTPL
Listed preferred shares
Private funds
Structured Investments
Total
Financial assets at FVTOCI assets
Investments in debt instruments
Fixed income bonds
December 31, 2019
Financial asset at FVTPL
Listed preferred shares
Private funds
Total
Financial assets at FVTOCI assets
Investments in debt instruments
Fixed income bonds
Level 1
$ 72,186

-

-
$ 72,186
$-
Level 1
$ 10,931

-

$ 10,931

$-
Level 2
$ -
-

109,897
$ 109,897
$ 247,974
Level 2
$ -
-
$-
$ 181,373
Level 3
$ -
52,579

-
$ 52,579
$-
Level 3
$ -
45,423
$ 45,423
$-
Total
$ 72,186
52,579
109,897

$ 234,662

$ 247,974
Total
$ 10,931
45,423

$ 56,354

$ 181,373

There were no transfers between Level 1 and Level 2 in 2020 and 2019.

  • 2) Reconciliation of financial instruments measured by Level 3 fair value
**December ** **31 **
2020 2019
Financial assets at FVTPL
Balance at January 1, 2020 $ 45,423 $ 41,023
Purchases 10,000 5,355
Disposals ( 483) ( 7)
Recognized in profit or loss(other income or loss) ( 914) ( 251)
Effect of foreign currency exchange differences (1,447) ( 697)
Balance at December 31, 2020 $ 52,579 $ 45,423

This is the translation of the financial statements. CPAs do not audit or review on this translation.

155

3) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

The fair values of foreign fixed income bonds are determined by quoted market prices provided by the independent third party. The fair values of structured investments are determined by quoted prices provided by the seller.

4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The unlisted equity investment is measured by the market approach, which decides fair value by referring to the recent financing activities of investees or the market transaction prices and status of the similar companies. The Company had carefully evaluated and selected the suitable evaluation method, but the use of different evaluation models or fair values may result in different evaluation results.

  • c. Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)
Mandatorily at FVTPL
Amortized cost (Note 1)
Financial assets at FVTOCI
Investments in debt instruments
Financial liabilities
Amortized cost (Note 2)
**December 31 **
2020
2019
$ 234,662
$ 56,354
7,203,983
6,597,902
247,974
181,373
3,782,549
3,335,028
  • 1) The amounts include financial instruments measured at amortized cost, which comprise cash and cash equivalents, trade receivables, other financial assets and refundable deposits, booked in other non-current assets.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, trade and other payables and deposits received.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include cash and cash equivalents, trade receivable, other financial assets, financial assets at FVTPL, financial assets at FVTOCI, trade and other payables. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The board of directors is solely responsible for established and monitored the framework of risk management of the Group, the board of directors authorized the chairman develop and monitored the risk management policy of the Company with the operation center of the Group, and regularly reported the situation to the board of directors.

The Group’s financial risk management policies are developed for identifying and analyzing the

This is the translation of the financial statements. CPAs do not audit or review on this translation.

156

financial risks to the Group, evaluating the impacts of the financial risks, and executing the financial-risk aversion policies. The financial risk management is periodically reviewed to reflect changes to the market and the operations. Through the internal controls, such as training and setting up managing requirements and procedures, the Group is engaged in developing a disciplined and constructive control environment, in order to have all employees understand own responsibilities.

The Group’s board of directors monitors the management on managing the compliance to the financial risk management policies and procedures and reviews the appropriateness of risk management structure. To assist the board of directors, the internal auditors perform period and exceptional reviews on the controls and procedures of financial risk management and report the result of reviews to the board of directors.

1) Market risk

The major financial risks from the Company’s operation were foreign currency exchange risk referred to i) and interest rate risk referred to ii).

  • i) Foreign currency risk

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities which were not in the same functional currency with the Group entity at the end of the reporting period are shown in Note 33.

Sensitivity analysis

The Group was mainly exposed to the U.S. dollar and RMB.

The following table details the Group’s sensitivity to a 5% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. A positive number below indicates a decrease in pre-tax profit and other equity associated with New Taiwan dollars strengthen 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.


Profit or loss/
equity
USD Impact
For the Year Ended December 31
2020
2019
$ 59,478(1)
$ 26,976(1)
USD Impact
For the Year Ended December 31
2020
2019
$ 59,478(1)
$ 26,976(1)
RMB Impact RMB Impact RMB Impact
**For the Year Ended December 31 **
2020
$ 59,478(1)
2020
$ 2,699(2)
2019
$ 1,630(2)
  • (1). This was mainly attributable to the exposure outstanding on USD time deposits, trade receivables, trade payables, other payables, other current assets and other current liability.

(2). This was mainly attributable to the exposure to outstanding RMB time deposits.

ii) Interest rate risk

The Group was exposed to interest risk arising from fixed rate time deposits, bond investments

This is the translation of the financial statements. CPAs do not audit or review on this translation.

157

and floating rate demand deposits and structured investments. The time deposits were at fixed interest rates, and bonds were at fixed rates or with guaranteed minimal interest rates and carried at amortized costs, and, therefore, the variations to interest rates did not affect future cash flows.

The carrying amount of the Group’s financial assets with exposure to interest rates at the end of the reporting period were as follows.

the reporting period were as follows.
Fair value interest rate risk
Financial assets

Financial liabilities

Cash flow interest rate risk
Financial assets

Sensitivity analysis
**December 31 **


2020
$ 1,975,397

$ 523,648

$ 3,777,910
2019
$ 3,131,261
$ -
$ 2,103,526

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate assets, the analysis was prepared assuming the amount of the assets outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Group’s post-tax profit for the year ended December 31, 2020 and 2019 would decrease/increase by $9,445 thousand and $5,259 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation from the carrying amounts of the financial assets as recognized in the balance sheets.

The Group’s concentration of credit risk was related to the five largest clients of trade receivables. Ongoing credit evaluation is performed on the financial condition of trade receivables.

As of December 31, 2020, the Group’s five largest customers took 65% of total trade receivables, the remaining transactions with a large number of unrelated customers, thus, no significant concentration of credit risk was observed.

Credit risk management for investments in debt instruments

The Group’s investments in debt instruments are financial assets at fair value through other comprehensive income. The Company policy allows only to invest the targets with credit ratings equal to or higher than the investment grade and with low credit risk after the impairment assessment. Credit rating information is provided by independent rating institute. The Company continuously tracks external rating information to monitor changes in credit risk of the invested debt instruments, and also examines other information such as the bond yield curve and the debtor's material information to assess whether the credit risk of the debt instrument investment has increased significantly after the original recognition.

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158

The Company assesses the 12-month expected credit loss based on the probability of default and loss given from default provided by external credit rating agencies. The current credit risk assessment policies and carrying amount of investments in debt instruments for each credit rating are as follows:

Category
Performing
Category
Performing
Description
Basis for
Recognizing
Expected Credit
Loss

The debtor with low credit
risk and fully capable paying
off contractual cash flows
12 months expected
credit loss
Description
Basis for
Recognizing
Expected Credit
Loss

The debtor with low credit
risk and fully capable paying
off contractual cash flows
12 months expected
credit loss
Expected
Credit Loss
Ratio
Carrying
Amount as of
December 31,
2020
$ 247,974
Carrying
Amount as of
December 31,
2019
$ 181,373
Carrying
Amount as of
December 31,
2020
$ 247,974
Carrying
Amount as of
December 31,
2019
$ 181,373
0%

Expected
Credit Loss
Ratio
0%
$ 181,373

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, bank loans are a significant resource of liquidity for the Group.

As of December 31, 2020 and 2019, the available unutilized short-term bank loan facilities refer to (ii) Financing facilities.

  • i) Liquidity and interest risk rate tables for non-derivative financial liabilities

The Group’s remaining contractual maturity for its financial liabilities was based on the undiscounted cash flows, including interest and principal cash flow, of financial liabilities from the earliest date on which the Group can be required to pay.

December 31, 2020

On Demand or
Less than
1 Year
Non-interest bearing
$ 2,768,322

Fixed interest rate liabilities

523,866

$ 3,292,188
1-5 Years
$ 490,361

-
$ 490,361

This is the translation of the financial statements. CPAs do not audit or review on this translation.

159

ii) December 31, 2019
On Demand or
Less than
1 Year
Non-interest bearing
$ 2,940,668

Financing facilities
December 31,
2020
Unsecured bank line of credits
Amount used
$ 495,665
Amount unused

204,335
$ 700,000
Secured bank loans credits
Amount used
$ 43,648
Amount unused

392,832
$ 436,480
1-5 Years
$ 394,360
December 31,
2019
$ -
800,000
$ 800,000
$ -

-
$ -

30. TRANSACTIONS WITH RELATED PARTIES

  • a. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

  • b. Compensation of key management personnel


Long-term employee benefits
Short-term employee benefits
Post-employment benefits
Share-based payments
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 20,629

54,148
459

3,888

$ 72,124
2019
$ 21,855
39,224
540

2,921
$ 64,540

31. ASSETS PLEDGED AS COLLATERAL

The following assets were provided as collateral for bank loans and legal proceedings of import customs duties:

Properties, plants and equipments – net of buildings
Pledge deposits
December 31


2020
$ 524,487


4,000

$ 528,487
2019
$ -

4,000
$ 4,000

This is the translation of the financial statements. CPAs do not audit or review on this translation.

160

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACTUAL COMMITMENTS

FocalTech Electronics, Ltd., a subsidiary of the Company, filed a litigation of patent infringement against Novatek Microelectronics Corp. in September 2018 .As of the report issue date, the result of litigation and the effect on financial statements still could not be inferred.

33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the group entities and the exchange rates between foreign currencies and respective functional currencies were disclosed.

The significant assets and liabilities denominated in foreign currencies were as follows:

December 31, 2020

Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
147,429
28.48 (USD:NTD) $ 4,198,767
USD 2,459 6.5249 (USD:RMB)
70,018
RMB 12,369 0.1533 (RMB:USD)
53,988
Financial liabilities
Monetary items
USD 105,765 28.48 (USD:NTD)
3,012,178
USD 2,354 6.5249 (USD:RMB)
67,049
December 31, 2019
Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
55,218
29.98 (USD:NTD) $ 1,655,432
USD 6,641 6.9762 (USD:RMB)
199,101
RMB 7,588 0.1433 (RMB:USD)
32,610
Financial liabilities
Monetary items
USD 38,218 29.98 (USD:NTD)
1,145,788
USD 5,644 6.9762 (USD:RMB)
169,222

This is the translation of the financial statements. CPAs do not audit or review on this translation.

161

35. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital

    • (None)
  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (None)

  • 10) Others: The business relationship between the parent and the subsidiaries and significant transactions between them: (Table 4)

  • 11) Information on investees (Table 5)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 6)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (None)

  • c. Information of major shareholder

List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: (Table 7)

36. SEGMENT INFORMATION

  • a. Operating segments

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162

Segment information is provided to those who allocate resources and assesse segment performance separately. The Company’s operation focuses on the selling and developing human and machine interface devices related IC under a single operation unit. Thus, the information of operating segment should not be disclosed individually.

  • b. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services.


IC for human and machine interface devices
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 13,800,348
2019
$ 9,160,261
  • c. Geographical information

The Group operates in two principal geographical areas -China and Taiwan.

The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.


China

Taiwan
Others

Revenue from External
Customers
For the Year Ended December 31
2020
2019
$ 12,527,084 $ 7,848,830
1,121,492
1,007,669

151,772

303,762

$ 13,800,348
$ 9,160,261
Revenue from External
Customers
For the Year Ended December 31
2020
2019
$ 12,527,084 $ 7,848,830
1,121,492
1,007,669

151,772

303,762

$ 13,800,348
$ 9,160,261
Non-current Assets Non-current Assets
December 31


2020
$ 12,527,084
1,121,492

151,772

$ 13,800,348



2020
$ 1,304,279

253,328

-

$ 1,557,607
2019
$ 1,339,365

240,950

-
$ 1,580,315

The Group’s revenue was classified by location of receivable. Non-current assets which comprise property, plant and equipment, other intangible assets and guarantee deposits, exclude Measured at fair value through other comprehensive income-financial assets, financial assets at fair value through profit, goodwill, deferred tax assets and other non-current assets.

  • d. Information about major customers

Single customers contributed 10% or more to the Group’s revenue were as follows:


Custom A and subsidiaries
Custom B and subsidiaries
Custom C and subsidiaries
Custom D and subsidiaries
**For the Year Ended December 31 **
2020
2019
$ NA
Note 1 $ 1,793,388
1,539,211
1,292,221
2,060,074
1,193,501
1,666,900
1,054,709

Note 1:The sale amount is under 10% of the Group’s revenue.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

163

TABLE 1

FocalTech Systems Co., Ltd.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)

Financing Company
Counter-party Financial
Statement
Account
Related
Party
Maximum
Balance for
the Period
(Note 4)
Ending
Balance
(Note 4)
Amount
Actually
Drawn
Interest Rate Nature for
Financing
Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits for
Each
Borrowing
Company
(Note 2)
Financing
Company’s
Total
Financing
Amount
Limits
(Note 2)
Note
Item Value
1 Focaltech Systems, Ltd. FocalTech
Systems Co.,
Ltd.
Other receivables Yes $ 1,708,800
( USD 60,000 )
$ 1,708,800
( USD 60,000 )
$ -
- The need for
short-term
financing
$ - Operating
capital
$ - - $ - $ 2,922,964 $ 2,922,964 Note 3
  • Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for financing provided to others:

  • a. The maximum amount of financing provided by the Company and its subsidiaries shall not exceed 20% of total of the Company and its subsidiaries’ net worth.

  • b. The maximum amount of financing provided by the Company and its subsidiaries to each individual is as follows:

    • i. The maximum amount of financing provided to all businesses shall not exceed 20% of the Company’s net worth. The maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth, 30% of the borrowing company’s net worth, or the gross transaction amount (the higher of purchase amount or sales amount between the two parties) for the past year.

ii. In the case of financing companies with short-term financing needs, the total maximum amount of financing provided to such companies shall not exceed 20% of their net worth; the maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth or 30% of the borrowing company’s net worth.

  • c. The maximum amount of financing provided by the Company and its subsidiaries shall not exceed 100% of the Company’ net worth.

  • d. Net worth is based on latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The transactions between the Company and subsidiaries were all eliminated.

Note 4: The exchange rate is US$1=$28.48 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

164

TABLE 2

FocalTech Systems Co., Ltd.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee Given
on Behalf of
Each Party
(Note 2)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
(Note 6)
Outstanding
Endorsement/
Guarantee at the
End of the Period
(Note 6)

Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
(%)

Aggregate
Endorsement/
Guarantee Limit
(Note)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China
Note
Name Relationship
0
1
FocalTech Systems Co., Ltd.
FocalTech Systems (Shenzhen)
Co., Ltd.
FocalTech
Systems, Ltd.
FocalTech
Electronics, Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
FocalTech
Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Smart
Sensors Co., Ltd.
FocalTech Smart
Sensors, Ltd.
FocalTech
Electronics
(Shenzhen) Co.,
Ltd.
A subsidiary in
which the Parent
Company holds
directly and
indirectly over
50% of an equity
interest.
A subsidiary in
which the Parent
Company holds
directly and
indirectly 100% of
an equityinterest.
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421

$1,277,307
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
436,480
( RMB100,000)
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
436,480
( RMB100,000)
$9,398
3,097
-
19,638
-
-
43,648
$ -
-
-
-
-
-
436,480
( RMB100,000)
16.4%
16.62%
16.4%
22.24%
2.56%
1.28%
34.17%
$3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
1,277,307
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
Y
Y
N
N
Y
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 4 and 5)
(Note 4)

Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for guarantees provided to others:

  • a. The Company provides guarantees due to business, the amount shall not exceed as follows.

  • b. The maximum amount of guarantees provided to all subsidiaries and an individual shall not exceed 50% of the Company’s net worth.

  • c.

The maximum amount of guarantees provided between subsidiaries shall not exceed 100% of the subsidiary’s net worth.

  • d. The total amount of guarantees of the Company and its subsidiaries shall not exceed 50% of the Company’s net worth. The maximum amount of guarantees provided to an individual by the Company and its subsidiaries shall not exceed 50% of the Company’s net worth. e. Net worth is based on the latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The Company provides USD 45,000 thousand sharing guarantee to FocalTech Electronics, Ltd., FocalTech Systems, Ltd., Hefei PineTech Electronics Co., Ltd. and FocalTech Electronics (Shenzhen) Co., Ltd. to purchase materials. 3,097 thousand, 9,398 thousand, 0 thousand and 1,304 thousand were used in this period.

Note 4: The Company provides USD 3,500 thousand sharing guarantee to both FocalTech Smart Sensors, Ltd. and FocalTech Smart Sensors Co., Ltd. to purchase materials. There is no actual usage in this period.

Note 5: The Company provides $100,000 thousand guarantee for common financing usage.

Note 6: The exchange rate is US$1=$28.48 and RMB=$4.3648 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

165

TABLE 3

FocalTech Systems Co., Ltd.

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Marketable Securities Type and Name Relationship with the
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares Carrying Value Percentage of
Ownership
Fair Value
FocalTech Systems Co., Ltd.
FocalTech
Systems, Ltd.
FocalTech
Electronics, Ltd.
Shares
Fubon Financial Holding Co., Ltd. Preferred
Shares B
WT MICROELECTRONICS CO., LTD.
Preferred Shares A
Beneficiary certificates
CDIB Capital Growth Partners
CDIB Capital Healthcare Ventures II
structured investments
CLN Link HSBC SUB
CLN Link Barclays SUB
Corporate bond
Bank of China
Maturity date:2024/11/13
Industrial and Commercial Bank of China Ltd
Maturity date:2025/9/21
Azure Nova International Finance Limited
Maturity date:2022/3/21
Beneficiary certificates
TIEF FUND, L.P.
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
profit or loss – non-current

Financial assets at fair value through
profit or loss – non-current

Financial assets at fair value through
profit or loss – non-current

Financial assets at fair value through
other comprehensive income –
non-current


Financial assets at fair value through
profit or loss – non-current
170,000
1,268,000
-
-
-
-
-
-
-
-
$ 10,625
61,561
20,016
4,937
54,996
( USD 1,931)
54,901
( USD 1,928)
135,878
( USD 4,771)
53,770
( USD 1,888)
58,326
( USD 2,048)
27,626
(USD970)
0.03%
0.94%
0.66%
0.96%
4.83
10,625
61,561
20,016
4,937
54,996
( USD 1,931)
54,901
( USD 1,928)
135,878
( USD 4,771)
53,770
( USD 1,888)
58,326
( USD 2,048)
27,626
(USD970)




Note 1: The percentage of ownership is calculated by preferred shares the Company owned divided by outstanding preferred shares.

Note 2: The exchange rate is US$1=$28.48 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

166

TABLE 4

FocalTech Systems Co., Ltd.

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020

(Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Company Name Counterparty Nature of Relationship
Note 3
Intercompany Transactions Intercompany Transactions
Financial statements Item Amount
Note 4
Terms Percentage of
Consolidated Net
Revenue
or Total Assets
0
0
0
1
1
1
2
2
3
4
5
FocalTech Systems Co., Ltd.
FocalTech Systems Co., Ltd.
FocalTech Systems Co., Ltd.
FocalTech Electronics, Ltd.
FocalTech Electronics, Ltd.
FocalTech Electronics, Ltd.
FocalTech Systems, Ltd.
FocalTech Systems, Ltd.
FocalTech Electronics (Shenzhen) Co., Ltd.
FocalTech Smart Sensors, Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
FocalTech Systems (Shenzhen) Co., Ltd.
FocalTech Systems, Ltd.
FocalTech Electronics (Shenzhen) Co., Ltd.
FocalTech Electronics (Shanghai) Co., Ltd.
Hefei PineTech Electronics Co., Ltd.
Hefei PineTech Electronics Co., Ltd.
FocalTech Smart Sensors Co., Ltd.
FocalTech Systems, Ltd.
1
1
1
2
2
2
2
2
2
2
2
Advances from related parties
Service revenue
Trade payables
Costs of sales
Trade payables
Prepayments to related parties
Research and development
expenses
Trade payables
Service revenue
Research and development
expenses
Trade payables
Research and development
expenses
Research and development
expenses
Trade payables
Service revenue
Other receivables
Service revenue

$ 247,263
43,670
19,394
46,550
518,851

85,440
431,535
27,945
30,256
20,247
22,156
72,658
46,811
34,918
25,858
242,734
25,117
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
1.02%
0.32%
0.08%
0.34%
2.15%
0.35%
3.13%
0.12%
0.22%
0.15%
0.09%
0.53%
0.34%
0.14%
0.19%
1.00%
0.18%

Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

Note 2: The intercompany transactions provide services of manufacturing, sales and research and development. Terms are determined in accordance with mutual agreements.

Note 3:

  1. Represents the transactions from parent company to subsidiary.

  2. Represents the transactions between subsidiaries.

Note 4: The intercompany transactions are eliminated when prepare consolidated financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

167

TABLE 5

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income (Loss)
of the Investee
Share of Profit
(Loss) of the
Investee
Note
December 31, 2020 December 31, 2019 Shares Percentage
of
Ownership


Carrying Amount
FocalTech Systems Co., Ltd.
FocalTech Electronics Co.,
Ltd.
FocalTech Smart Sensors, Ltd.
FocalTech Corporation, Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
Vitrio Technology Corporation
FocalTech Smart Sensors, Ltd.
FocalTech Smart Sensors Co., Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Electronics Co., Ltd.
Cayman Islands
Cayman Islands
Cayman Islands
Taiwan
Cayman Islands
Taiwan
U.S.
Cayman Islands
Taiwan
Investment activity
Investment activity
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Investment activity
Import and export of
integrated circuits
TWD 7,059,264
TWD
2,848
(USD
100)
-
TWD
4,970
TWD
238,821
TWD
11,990
TWD 2,913,300
(USD
102,293)
TWD
665,010
(USD
23,350)
TWD
20,000
TWD 7,059,264
TWD
452,698
(USD
15,100)
TWD
205,305
-
TWD
33,516
TWD
11,990
TWD 3,066,740
(USD
102,293)
TWD
700,035
(USD
23,350)
TWD
20,000
5,491
(in thousand)
2
-
142
(in thousand)
18,813
(in thousand)
17,417
(in thousand)
100
2
2,000
(in thousand)


100%

100%

-


50%


67.15%


100%

100%

100%


100%
TWD 2,974,195
( USD 104,431 )
TWD 1,562,878
( USD
54,876 )
-

-
( TWD
2,828 )
( USD
99 )
( TWD 202,039 )
TWD 2,849,019
( USD 100,036 )
TWD 2,922,964
( USD 102,632 )
TWD 144,340
( USD
5,068 )
TWD
26,164
( USD
885 )
TWD
2,732
( USD
92 )
(TWD
86,850 )
( USD
2,939 )
(TWD
5,769 )
(TWD
86,850 )
( USD
2,939 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
TWD
26,164
(USD
885 )
TWD
2,732
(USD
92 )
(TWD
39,998 )
(USD
1,354 )
(TWD
4,970 )
(TWD
18,322 )
(USD
620 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
Subsidiaries
Subsidiaries
Subsidiaries
(Note 5)
Joint venture
Subsidiaries
(Note 5)
Subsidiaries
(Note 5)
Subsidiaries
Subsidiaries
Subsidiaries

Note 1: Information of investments in mainland China is listed in Table 6.

Note 2: The exchange rate is US$1=$28.48 on December 31, 2020.

Note 3: The exchange rate is US$1=$29.98 on December 31, 2019.

Note 4: The average exchange rate average rate US$1=$29.5492 during 2020/1/1~2020/12/31.

Note 5: FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. which was held by The company and FocalTech Electronics Co., Ltd.. The original investment amount of FocalTech Electronics Co., Ltd. includes the amount invested by the Company.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

168

TABLE 6

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and
Products
Paid-in Capital
Note 1
Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2020
(Note 1)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2020
(Note 1)
Net Income (Loss)
of the Investee
(Note 2)

Percentage
of
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2020
(Note 1)
Accumulated
Repatriation
of Investment
Income as of
December 31,
2020
note
Outward Inward
FocalTech Electronics
(Shanghai) Co.,
Ltd.
FocalTech Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Systems
(Shenzhen) Co.,
Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
Sales support and
post-sales service for
affiliates’ IC products
Research, manufacturing
and sale of integrated
circuits
Design and research of
integrated circuits
Research, development
and sale of integrated
circuits
TWD
56,960
( USD
2,000 )
TWD
65,504
( USD
2,300 )
TWD1,053,764
( USD
37,000 )
TWD 130,944
( RMB
30,000 )
Note 3and 4
Note 3
Note 4
Note 4
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )
-
-
$ -
-
-
-
$ -

-

-

-
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )

-

-
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
100%
100%
100%
100%
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
TWD
35,750
( USD
1,255 )
TWD
58,274
( USD
2,046 )
TWD1,227,307
( USD
44,849 )
TWD 217,145
( USD
7,624 )
$

Accumulated Outward Remittance for Investment Investment Amount Authorized by Investment Upper Limit on the Amount of Investment in Mainland China as of December 31, 2020 Commission, MOEA Stipulated by Investment Commission, MOEA $56,960 $1,722,104 $4,687,707 (US$2,000) (US$60,467)

Note 1: The exchange rate is US$1=NT$29.48 and RMB$1=$4.3648 on December 31, 2020.

Note 2: The average exchange rate is US$1=NT$29.5492 and RMB$1=4.2827 on December 31, 2020.

Note 3: The Company founded a subsidiary in other area and then invested in mainland china.

Note 4 It was founded by the oversea subsidiary, so the paid-in capital did not remit from Taiwan.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

169

TABLE 7

FocalTech Systems Co., Ltd.

INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2020

Shareholders Shares
Total Shares Owned Ownership Percentage
Egis Technology Inc. 33,966,575 16.14%

Note 1: Major shareholders showed in the list above include those owned the ownership of 5 percent or more.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

170

Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders FocalTech Systems Co., Ltd.

Opinion

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

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Key audit matters for the Company’s financial statements in the current period are stated as follows:

Sales Revenue

The sales revenue of Integrated Driver Controller is the main indicator of financial and business performance evaluated by investors and the management. It possibly exist the pressure to achieve the financial target, and it might result in the risk of the occurrence of sales revenue. Therefore, the sales revenue of Integrated Driver Controller is listed in the Key Audit Matters of 2020.

Refer to Notes 4,21 for the accounting policy, accounting estimation and disclosure information. Our audit procedures related to the abovementioned Key Audit Matters included the following:

  1. We evaluated the design of internal control related to sales and collection cycle and the implement of the internal control.

  2. We obtained customer ranking list in 2020, and analyze the differences of customers and its sales amount.

  3. We analyzed if the sales quantities, sales revenue and gross margin by products existed material

This is the translation of the financial statements. CPAs do not audit or review on this translation.

171

exception.

  1. We sampled purchase orders, shipping documents bills of lading, and collection records in revenue breakdown to ensure the occurrence of sales revenue.

Responsibilities of Corporate Management and Governance hierarchy For the Financial Statements

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

In preparing the financial statements, management level 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.

Corporate governance level (including members of the Audit Committee) is responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

This is the translation of the financial statements. CPAs do not audit or review on this translation.

172

Company to cease to continue as a going concern.

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shiow-Ming Shue and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2021

This is the translation of the financial statements. CPAs do not audit or review on this translation.

173

FOCALTECH SYSTEMS CO., LTD. BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 4 and 6)

Trade receivables, net (Note 4 , 9 and 29)
Inventories (Note 4 and 10)
Other financial assets (Note 4 and 8)
Other current assets (Note 22and 29)

Total current assets

NON-CURRENT ASSETS
Financial asset at fair value through profit or loss - non-current (Note 4 and 7 )
Investments accounted for using equity method (Note 4 and 11)
Property, plant and equipment (Note 4 and 12)
Goodwill (Notes 4 , 5 and 13)
Other intangible assets (Notes 4 and 14)
Deferred income tax assets (Notes 4 and 22)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Note 15)

Trade payables (Note 16 and 29)
Other payables (Note 17)
Current tax liabilities (Note 4 and 22)
Other current liabilities(Note 20 and 29)

Total current liabilities

NON-CURRENT LIABILITIES
Deferred income tax liabilities (Notes 4 and 22)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 , 19 and 24)
Share capital
Ordinary shares

Capital surplus
Additional paid-in capital
Treasury shares
Changes in ownership interests in subsidiaries
Employee share options
Employee share options - expired

Total capital surplus

Undistributed earnings (deficits to be offset)

Other equity
Exchange differences from translating the financial statements of foreign operations
Unrealized loss on financial assets at fair value through other comprehensive income

Total other equity

Treasury shares

Total equity

TOTAL
2020
Amount
%
$ 2,455,926 21
1,445,186 12
1,215,281 11
170,880
2

162,403

1


5,449,676
47

97,139
1
4,537,073 39
15,226
-
1,237,268 11
59,498
-
65,898
1

145,604

1


6,157,706
53

$ 11,607,382
100

$ 480,000
4
1,936,299
17
339,556
3
108,514
1

360,915

3


3,225,284
28

53,213
1
23,366
-
482,276
4

10,400

-


569,255

5


3,794,539
33


2,103,532
18

4,725,445
41
69,361
1
-
-
14,903
-

33,933

-


4,843,642
42


1,012,301

8

(125,038)
(1)

2,722

-


(122,316)

(1)


(24,316)

-


7,812,843
67

$ 11,607,382
100
2019





























































Amount
%
$ 841,430
9

540,554
6

617,115
7

-
-

241,020

3

2,240,119
25
27,849
-

5,121,499 58

19,408
-

1,237,268 14

75,107
1

101,745
1

112,550

1

6,695,426
75
$ 8,935,545
100
$ -
-

700,543
8

190,912
2

-
-

161,003

2

1,052,458
12

33,537
1

24,078
-

117,594
1

10,400

-

185,609

2

1,238,067
14

2,996,759
33

5,037,671
57

48,662
1

-
-

25,510
-

33,534

-

5,145,377
58

(183,307)

(2)

4,057
-

1,750

-

5,807

-

(267,158)

(3)

7,697,478
86
$ 8,935,545
100

The accompanying notes are an integral part of the financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

174

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (Note 4 ,20 and 29)

COSTS OF SALES (Notes 4,10,21 and 29)

GROSS PROFIT

OPERATING EXPENSES (Notes 21,24, 26 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATIONS INCOME

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 21)
Share of loss of subsidiaries and joint
ventures(Note4)
Interest income (Note 4)
(Loss) gain on financial assets and liabilities at fair
value through profit or loss (Notes 4)
Loss on disposal of investments (Notes 4)
Other gains and losses, net (Notes 29)
Loss on foreign currency exchange(Note 4)

Total non-operating income and expenses

INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 22)

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Notes 4
and 18)
Income tax related to items that will not be
reclassified subsequently to profit or loss (Notes
4 and 22)

2020
Amount
%
$ 11,410,350 100

(8,811,546)
(77)


2,598,804
23

(186,571) (2)
(225,572) (2)

(958,867)
(8)


(1,371,010)
(12)


1,227,794
11

(1,892)
-
(16,072)
-
6,297
-
(2,484)
-
(40,928) (1)
21,144
-

(17,880)

-


(51,815)
(1)

1,175,979 10

(163,987)
(1)


1,011,992

9

359
-

(50)

-


309

-
2019
































Amount
$ 2,901,766

(1,944,861)


956,905


(102,450)

(157,957)

(625,866)


(886,273)


70,632


(1,152)

(229,956)

14,045

372

-

8,345

(22,880)


(231,226)


(160,594)

(14,655)


(175,249)


1,677

(235)


1,442
%
100
(67)
33
(4)
(5)
(22)
(31)

2

-
(8)

1

-

-

-
(1)
(8)
(6)

-
(6)

-

-

-

This is the translation of the financial statements. CPAs do not audit or review on this translation.

175

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences from translating the
financial statements of foreign operations
(Notes 4)

Total other comprehensive Loss (net of income
tax)

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

EARNINGS (LOSS) PER SHARE (Note 23)
Basic

Diluted
2020 %
(1)
(1)

8

2019




Amount
$ (128,123)

(127,814)

$ 884,178

$ 3.97
$ 3.73



Amount
$ (141,357)

(139,915)

$ (315,164)

$ (0.63)
%
(5)
(5)
(11)

The accompanying notes are an integral part of the financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

176

FOCALTECH SYSTEMS CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2019

Legal reserve used to cover accumulated deficits
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net loss for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2019

Treasury stock transferred to employees (Note 19 and 24)
Decrease in ownership interests in subsidiaries (Note 25)
Compensation cost of employee share options (Note 19 and 24)
Issue of ordinary shares under employee share options (Note 19 and 24)

BALANCE AT DECEMBER 31, 2019
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net income for the year ended December 31, 2020
Other comprehensive loss for the year ended December 31, 2020, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2020

Reduction of capital (Note 19)
Treasury stock transferred to employees (Note 19 and 24)
Compensation cost of employee share options (Note 19 and 24)
Issue of ordinary shares under employee share options (Note 19 and 24)

BALANCE AT DECEMBER 31, 2020
Share Capital
Ordinary Shares
$ 2,987,432

-
-
-
-
-

-

-
-
-
9,327

2,996,759
-
-
-
-

-

(899,721)
-
-
6,494

$ 2,103,532
Capital Surplus
$ 6,551,481

-
(1,248,601)
(150,000)
-
-

-

-
(20,448)
9,787
3,158

5,145,377
(183,307)
(150,000)
-
-

-

-
1,228
21,279
9,065

$ 4,843,642
Retained Earnings(Accumulated Deficits)
Undistributed
Earnings (Deficits
Legal Reserve
to be offset)
$ 186,154
$ (1,434,755)

(186,154)
186,154
-
1,248,601
-
-
-
(175,249)
-

1,442

-

(173,807)

-
-
-
(9,500)
-
-
-

-

-
(183,307)
-
183,307
-
-
-
1,011,992
-

309

-

1,012,301

-
-
-
-
-
-
-

-

$ -
$ 1,012,301
Retained Earnings(Accumulated Deficits)
Undistributed
Earnings (Deficits
Legal Reserve
to be offset)
$ 186,154
$ (1,434,755)

(186,154)
186,154
-
1,248,601
-
-
-
(175,249)
-

1,442

-

(173,807)

-
-
-
(9,500)
-
-
-

-

-
(183,307)
-
183,307
-
-
-
1,011,992
-

309

-

1,012,301

-
-
-
-
-
-
-

-

$ -
$ 1,012,301
Other Equity
Exchange Differences
from Translating
Financial
Statement of
Unrealized gains(losses)
from financial assets
measured at fair
value through
other
comprehensive
Foreign Operations
income
$ 149,454
$ (2,290)

-
-
-
-
-
-
-
-
(145,397)

4,040

(145,397)

4,040

-
-
-
-
-
-

-

-

4,057
1,750
-
-
-
-
-
-
(129,095)

972

(129,095)

972

-
-
-
-
-
-

-

-

$ (125,038)
$ 2,722
Treasury Shares
$ (393,203)

-
-
-
-
-

-

126,045
-
-
-

(267,158)
-
-
-
-

-

5,191
237,651
-
-

$ (24,316)
Total Equity
$ 8,044,273
-
-
(150,000)
(175,249)
(139,915)
(315,164)
126,045
(29,948)
9,787
12,485
7,697,478
-
(150,000)
1,011,992
(127,814)
884,178
(894,530)
238,879
21,279
15,559
$ 7,812,843







Legal Reserve
$ 186,154

(186,154)
-
-
-
-

-

-
-
-
-

-
-
-
-
-

-

-
-
-
-

$ -








Exchange Differences
from Translating
Financial
Statement of
U
f
Foreign Operations
$ 149,454

-
-
-
-
(145,397)

(145,397)

-
-
-

-

4,057
-
-
-
(129,095)

(129,095)

-
-
-

-

$ (125,038)











The accompanying notes are an integral part of the financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

177

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax from continuing operation

Adjustments for:
Depreciation expenses
Amortization expenses
Loss (gain) on financial assets and liabilities at fair value through
profit or loss
Finance costs
Interest income
Compensation cost of employee share options
Share of loss of subsidiaries and joint ventures

Loss on disposal of investments
Reversal of write-down of inventories
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value
through profit or loss
Trade receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities

Net defined benefit liabilities

Cash generated from operations
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity
method
Proceeds from the capital reduction of investments accounted for using
the equity method
Purchase of property, plant and equipment
Increase in other financial assets
Increases in other non-current assets
Interest received

Net cash generated (used) from investing activities
2020
$ 1,175,979

10,567
15,609
2,484
1,892
(6,297)
12,433
16,072
40,928
(131,157)
(112,702)
(904,632)
(467,009)
77,154
1,235,756
148,644
199,706


(353)

1,315,074
(1,686)

-


1,313,388

(4,970)
2,847
451,200
(6,385)
(170,880)
(33,054)

7,760


246,518
2019
$ (160,594)
14,286
16,254
(372)
1,152
(14,045)
4,934
229,956
-
(70,676)
(5,348)
76,101
(10,474)
(218,289)
394,331
5,265
146,943
(341)
409,083
(1,152)
(1,199)
406,732
(90,885)
-
-
(2,941)
-
(99,425)
13,156
(180,095)
(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

178

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Increases in short-term borrowings

Increase in guarantee deposits received
Cash dividends paid
Capital reduction payments to shareholders
Proceeds from issuance ordinary shares under employee share options
Treasury stock transferred to employees

Net cash generated in financing activities

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 480,000

364,682
(150,000)
(894,530)
15,559

238,879


54,590

1,614,496

841,430

$ 2,455,926
2019
$ -
11,554
(150,000)
-
12,485
126,045
84
226,721
614,709
$ 841,430

The accompanying notes are an integral part of the financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

179

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

FOCALTECH SYSTEMS CO., LTD.

1. GENERAL INFORMATION

FocalTech Systems Co., Ltd. (the “FocalTech” or the “Company”), formerly named as Orise Technology Co., Ltd., was incorporated in the Republic of China (“ROC”) in January 2006 and moved to Hsinchu Science Park in April in the same year. The Company’s shares have been listed on the Taiwan Stock Exchange (“TSE”) since July 2007. On January 2, 2015, the Company acquired FocalTech Corporation, Ltd. through a share swap and renamed on January 17, 2015. This acquisition was comprehensively considered as a reverse merger, where FocalTech Corporation, Ltd. was treated as the acquirer in the financial statements. The Company is mainly engaged in research, development, design, manufacturing, and sales of solutions regarding to human and machine interface devices, such as Display Driver IC, Touch Control IC and so on.

The financial statements are presented in the Company’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on February 4, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”)endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have significant impact on the Company’s accounting policies:

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
New, Revised or Amended Standards and Interpretations
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”
Effective Date
Issued by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021

The Company assessed the application of abovementioned standards and interpretations do not have significant impact on the Company’s accounting policies.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

180

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the annual reporting period beginning on or after January 1, 2023.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

This is the translation of the financial statements. CPAs do not audit or review on this translation.

181

The present Financial Report has been prepare in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The financial statements are prepared on the historical cost basis, except for the financial instruments measured at fair value and the net defined benefit liabilities recognized in the fair value of the estimated assets, and explained in the accounting policies below.

The evaluation of fair value could be classified into level 1 to level 3 based on the degree of the observable intensity and importance of related input value:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

When preparing the financial statements, the Company accounts for subsidiaries by using the equity method. In order to maintain the consistency of amounts of net income, other comprehensive income and equity attributable to shareholders of the parent between the consolidated financial statements and parent company financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted by the accounts of investments accounted for using equity method, share of profits of subsidiaries and share of other comprehensive income of subsidiaries in the parent company only financial statements.

  • c. Standards in differentiating current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Assets expected to be realized within 12 months after the reporting period; and

  • 2) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Those not as aforementioned current assets or current liabilities are classified as non-current assets or non-current liabilities.

  • d. Foreign currencies

In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

182

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting financial statements, the functional currencies of the Company and the Group entities (including subsidiaries in other countries that use currency different from the currency of the Company) are translated into the presentation currency - New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

e. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity (including a structured entity) that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing the control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of loss of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further loss, if any.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount (net of amortization or depreciation) before any impairment loss recognized. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

Profit or loss resulting from downstream transactions is eliminated in full in the parent company only financial statements. Profit and loss resulting from upstream transactions and transactions between subsidiaries is recognized only to the extents that are not related to the interests between the Company and subsidiaries.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

183

g. Property, plant and equipment

Property, plant and equipment are initially measured at cost, and subsequently measured at cost less accumulated depreciation.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Goodwill

Goodwill arising from the acquisition of a business is carried at cost, and subsequently measured at cost less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

  • j. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs to.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

184

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • k. Financial instruments

Financial assets and financial liabilities are recognized when the company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

4) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

iv) Measurement category

The Company’s financial assets include those measured at FVTPL, and at amortized cost.

  • D. Financial asset at FVTPL

The equity instruments that are not specified as FVTOCI and debt instruments that do not meet the criteria of amortized cost or FVTOCI are mandatorily required to be measured at FVTPL.

Any dividends, interest earned and gain or loss arising from the remeasurement is recognized in profit or loss at fair value. The determination methodology of fair value of financial instruments states in Note 28.

  • E. Financial assets at amortized cost

Financial assets that meet both two following conditions will subsequently be measured at amortized cost:

  • (3) The objective of the business model to hold the financial asset is to collect contractual cash flows; and

  • (4) The cash flows from contractual terms of the financial asset on specified dates are solely matched for payments of principal and interests on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash

This is the translation of the financial statements. CPAs do not audit or review on this translation.

185

equivalents, account receivables at amortized cost, other financial assets, and refundable deposits, are measured at amortized cost, which equals to gross carrying amount determined by the effective interest method, subtracting any impairment loss. Foreign exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

Cash equivalents include time deposits with original maturities within 3 months from obtaining date, high liquidation level, readily convertible to a known amount of cash at any time, and low risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

v)

Impairment of financial assets

At the end of each reporting period, the impairment loss is recognized by expected credit loss method for financial assets at amortized cost (including trade receivables).

The loss allowance for trade receivables is determined by the expected credit losses over the lifetime. For other financial assets at amortized cost, if the credit risk on the financial instrument has not increased significantly after initial recognition, a loss allowance is determined by the expected credit losses resulting from the possible default events within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk after initial recognition, a loss allowance is determined by the expected credit losses resulting from all possible default events over the expected life of a financial instrument.

Expected credit losses (ECLS) reflect the weighted average of credit losses with the respective risks of default occurring as the weights. 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

All impairment loss of the financial instruments with a corresponding adjustment to their carrying amount are through an allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.

vi) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

When a financial asset carried at amortized cost is derecognized in its entirety, the difference between the asset’s carrying amount and the consideration is recognized in profit or loss.

5) Equity instruments

Debt and equity instruments issued by the company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

186

Equity instruments issued by the company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

6) Financial liabilities

  • i) Subsequent measurement

All the financial liabilities are measured by amortized cost using the effective interest method.

  • ii) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • l. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

  • m. Revenue recognition

The Company recognizes revenue when customer’s contract obligations are satisfied.

Revenue comes from sales of human and machine interface devices ICs. Revenue is recognized when the ICs start to be shipped or are delivered to the specific locations instructed by customers, at which time the customer has full discretion over the ICs. Revenue and trade receivables are recognized concurrently.

The Company considers varying contractual terms to estimate sales returns and recognize refund liabilities, which is classified under other payables.

  • n. Lease

The Company evaluates if the contract belongs to or includes the lease the commencement date.

The Company as lessee

Except for the leases of low-value asset or short-term leases recognized as expenses on a straight-line basis, the Company recognizes right-of-use assets and lease liabilities for all leases on the balance sheets from the commencement date.

o. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

187

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost, including current service cost and net interest on the net defined benefit liability (asset,) is recognized as employee benefits expense in the period it occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.

  • p. Share-based payment arrangements

Equity-settled and share-based payment arrangements granted to employees

The fair value at the grant date of the equity-settled and share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s optimal estimate number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options.

  • q. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

The tax on unappropriated earnings according to the Income Tax Law should be accrued in the year when the resolution regarding to the appropriated earnings is made in the shareholder meeting.

Any adjustment of prior years’ tax liability is counted in the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. In addition, a deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

188

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the deferred tax are recognized in other comprehensive income.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent (time deposits with original maturities less than
three months)

December 31 December 31


2020
$ 381

2,455,545
-

$ 2,455,926
2019
$ 377
421,333

419,720
$ 841,430

The market rate intervals of cash in bank at the end of the reporting period were as follows:

This is the translation of the financial statements. CPAs do not audit or review on this translation.

189

Demand deposits

Time deposits
December 31
2020
2019
0.001%-0.35% 0.001%-0.35%
-
2.2%-2.24%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS-NON-CURRENT

Mandatorily at fair value through profit or loss
(FVTPL)
Listed preferred shares
Private Funds
**December ** **31 **


2020
$ 72,186


24,953

$ 97,139
2019
$ 10,931

16,918
$ 27,849

8. OTHER FINANCIAL ASSETS

Time deposits with original maturities less than three months

Market rate intervals
TRADE RECEIVABLES, NET
Trade receivables
**December 31 ** **December 31 **
2020
2019
$ 170,880
$ -
0.37%
-
December 31
2020
$ 1,455,186
2019
$ 540,554

9. TRADE RECEIVABLES, NET

The average credit period on sales of goods was 60-120 days. In order to minimize credit risk, management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Company’s credit risk was significantly reduced.

The Company recognizes the allowance loss for accounts receivable based on expected credit losses during the duration. The expected credit losses on trade receivables are estimated by using an allowance matrix which references customer default records, customer’s current financial position, and general economic conditions of the industry. Due to the past experiences, there is no significant difference among the loss patterns of different customer groups. Therefore, the allowance matrix does not further distinguish the customer groups, and only sets the expected credit loss rate based on the overdue days of trade receivable.

The following table details the loss allowance of trade receivables based on the Company’s allowance matrix.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

190

December 31, 2020


Expected credit loss
rate
Gross carrying amount
and Amortized cost

December 31, 2019

Expected credit loss
rate
Gross carrying amount
and Amortized cost
Non Past Due
0%

$1,404,771

Non Past Due
0%

$540,180

Overdue 1-60
Days
0%
$ 40,401

Overdue 1-60
Days
0%
$ 374
Overdue 61-180
Days
0%
$ 14

Overdue 61-180
Days
0%
$ -
Overdue Over
181 Days
0%
$ -

Overdue Over
181 Days
0%
$ -
Total


0%
$ 1,445,186
Total

0%
$ 540,554

10. INVENTORIES

Finished goods
Work in progress
Raw materials and supplies


December 31 December 31
2020
$ 311,159

812,109
92,013

$ 1,215,281
2019
$ 198,145
304,486

114,484
$ 617,115

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $8,811,546 thousand and $1,944,861 thousand, included gain from price recovery of inventory of $131,157 thousand and $70,676 thousand for the years ended December 31, 2020 and 2019, respectively.

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries
Unlisted companies
FocalTech Corporation, Ltd.

FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.

**December 31 ** **December 31 **
2020
2019
$ 4,537,073
$ 5,121,499
December 31


2020
$ 2,974,195

1,562,878

-

$ 4,537,073
2019
$ 3,002,990
2,071,743

46,766
$ 5,121,499
Unlisted companies
FocalTech Corporation, Ltd.
Proportion of Ownership and
Voting Rights
December 31
2020
2019
100%
100%

This is the translation of the financial statements. CPAs do not audit or review on this translation.

191

FocalTech Electronics, Ltd. 100% 100%
FocalTech Smart Sensors, Ltd.(a) - 50.06%

a. FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. in 2020, which was originally held by The Company and FocalTech Electronics Co., Ltd.

The share of profit or loss and other comprehensive income of these subsidiaries accounted for using the equity method recognized in 2019 and 2020 financial statements were based on the audited subsidiaries’ financial statements of the corresponding periods.

11. PROPERTY, PLANT AND EQUIPMENT

Development
Equipment
Office
Equipment
Leasehold
Improve-
ments
Cost
Balance at January 1, 2019
$ 70,226
$ 304
$ 16,878

Additions

2,941

-

-

Balance at December 31, 2019
$ 73,167
$ 304
$ 16,878

Accumulated depreciation
Balance at January 1, 2019
$ 39,991
$ 231
$ 16,433

Depreciation

13,768

73

445

Balance at December 31, 2019
$ 53,759
$ 304
$ 16,878

Carrying amounts at December 31, 2019
$ 19,408
$ -
$ -

Cost
Balance at January 1, 2020
$ 73,167
$ 304
$ 16,878

Additions
6,385
-
-
Disposals
(
5,001)

-

-

Balance at December 31, 2020
$ 74,551
$ 304
$ 16,878

Accumulated depreciation
Balance at January 1, 2020
$ 53,759
$ 304
$ 16,878

Depreciation
10,567
-
-
Disposals
(
5,001)

-

-

Balance at December 31, 2020
$ 59,325
$ 304
$ 16,878

Carrying amounts at December 31, 2020
$ 15,226
$ -
$ -
Total
$ 87,408
2,941

$ 90,349
$ 56,655
14,286

$ 70,941
$ 19,408
$ 90,349
6,385
(
5,001)
$ 91,733
$ 70,941
10,567
(
5,001)
$ 76,507
$ 15,226

Property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:

Development equipment 4 years Office equipment 4 years Leasehold improvements 1-4 years

Property, plant and equipment were not been pledged as collateral.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

192

13. GOODWILL


Beginning balance
Impairment loss
Ending balance
For the Year Ended For the Year Ended December 31
2020
$ 1,237,268
-
$ 1,237,268
2019
$ 1,237,268
-
$ 1,237,268

Considering the synergy of integration of LCD driver and touch controller under the industry trend, the reverse merger was triggered by FocalTech Corporation, Ltd. on January 2, 2015, resulting the goodwill of $3,237,268 thousand. In 2018, the impacts of market improper competition and the shortage of wafer supply made the company a serious market share decline, which is expected to influence the market shares and gross margins in the future. Therefore, the recoverable amount from IDC (Integrated Driver Controller) less than the carrying value so the Company recognized the impairment loss of $2,000,000 thousand. In 2019, based on the market growth and market share gain in smartphone market, the Group estimated cash flows from sales of IDC (Integrated Driver Controller), and the recoverable amount exceeded the carrying value. Therefore, the Group did not recognize any impairment on goodwill.

The recoverable amount is calculated by IDC projected net cash flows, discounted at 15.45% and 10.66% for the years ended December 31, 2020 and 2019, under the assumptions of management team judgments and historical experiences with regard to future growth rates and gross margin .

14. OTHER INTANGIBLE ASSETS

Licenses
and
Franchises

Cost
Balance at January 1, 2019
and December 31, 2019
$ 18,657
Accumulated amortization
Balance at January 1, 2019
$ 17,262
Amortization expense
840
Balance at December 31, 2019
$ 18,102
Carrying amounts at
December 31, 2019
$ 555
Cost
Balance at January 1, 2020
and December 31, 2020
$ 18,657
Accumulated amortization
Balance at January 1, 2020
$ 18,102
Amortization expense
423
Balance at December 31, 2020
$ 18,525
Software
$ 8,445
$ 8,217
228
$ 8,445
$-
$ 8,445
$ 8,445
-
$ 8,445
Patents
Trademark
$ 76,478
$ 74,000
$ 31,140
$ 29,600
7,786
7,400
$ 38,926
$ 37,000
$ 37,552
$ 37,000
$ 76,478
$ 74,000
$ 38,926
$ 37,000
7,786
7,400
$ 46,712
$ 44,400
Total
$ 177,580
$ 86,219
16,254
$ 102,473
$ 75,107
$ 177,580
$ 102,473
15,609
$ 118,082

This is the translation of the financial statements. CPAs do not audit or review on this translation.

193

Carrying amounts at
December 31, 2020
$ 132 $- $ 29,766 $ 29,600

Other intangible assets were amortized on a straight-line basis over the estimated useful lives as follows:

Licenses and franchises 5 years Software 3 years Patents 9-10 years Trademark 10 years

15. SHORT-TERM BORROWINGS

Unsecured borrowings
Line of credit borrowings

Market rate intervals
December 31 December 31

2020
$ 480,000

0.88%~1.06%
2019
$ -

-

16. TRADE PAYABLES

Trade payables

Trade payables-related party

December 31 December 31


2020
$ 1,397,089
539,210

$ 1,936,299
2019
$ 668,113
32,430
$ 700,543

The average credit period on purchases was 30-60 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

17. OTHER PAYABLES

Payable for salaries and bonus

Payable for labor, health and social insurance
Reserve for litigations
Payable for professional services and others

December 31 December 31


2020
$ 238,059

12,450
32,052
56,995

$ 339,556
2019
$ 110,306
12,450
25,806

42,350
$ 190,912

18. RETIREMENT BENEFIT

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

194

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
December 31 December 31

(
2020
$ 42,275


18,909)
(
$ 23,366
2019
$ 45,235

21,157)
$ 24,078

Movements in net defined benefit liability were as follows:

Present Value of Present Value of
the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Balance at January 1, 2019 $ 45,590
($ 19,494)
$ 26,096
Service cost
Current service cost 125 - 125
Net interest expense (income) 570
( 248)
322
Recognized in profit or loss 695
( 248)
447
Remeasurement
Return on plan assets (excluding amounts
included in net interest) -
( 627 ) ( 627 )
Actuarial loss - changes in financial
assumptions 1,421 - 1,421
Actuarial loss - experience adjustments ( 2,471)
-
( 2,471)
Recognized in other comprehensive income ( 1,050)
( 627)
( 1,677)
Contributions from the employer -
( 788) ( 788)
Balance at December 31, 2019 45,235
( 21,157) 24,078
Service cost
Current service cost 126 - 126
Net interest expense (income) 452
( 215)
237
Recognized in profit or loss 578
( 215)
363
Remeasurement
Return on plan assets (excluding amounts -
( 619 ) ( 619 )

This is the translation of the financial statements. CPAs do not audit or review on this translation.

195

included in net interest)
Actuarial loss - changes in financial
assumptions
Actuarial loss -demographic assumptions
Actuarial loss - experience adjustments
(
Recognized in other comprehensive income

Contributions from the employer
Benefits paid
(
Balance at December 31, 2020
1,151
-
1,151
1,436
-
1,436

2,327)

-
(
2,327)
260
(
619)
(
359)
-
(
716 ) (
716 )

3,798)

3,798

-
$ 42,275
($ 18,909)
$ 23,366

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2020
2019
0.8%
1%
4.5%
4.5%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
1% increase
1% decrease
**December 31 ** **December 31 **
2019
($ 1,501)

($ 1,566)

($ 6,441)

($ 5,567)
2019
($ 1,422)
($ 1,481)
($ 6,141)
($ 5,334)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

196

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2020
$ 717

16.1 years
2019
$ 770
14.9 years

19. EQUITY

a. Share capital

Ordinary shares (NT$10 par value per share)

Numbers of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2020
500,000

$ 5,000,000

210,353

$ 2,103,532
2019

500,000
$ 5,000,000

299,676
$ 2,996,759

b. Capital surplus

BALANCE, JANUARY 1, 2019

Capital surplus used to cover accumulated deficits

Cash distribution from additional paid-in capital

Changes in ownership interests in subsidiaries

Employee treasury share vested

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2019

Capital surplus used to cover accumulated deficits

Cash distribution from additional paid-in capital

Employee treasury share vested

Treasury shares transferred to employees

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2020
Additional
Paid-in
Capital
(1)
Treasury
Shares
(1)
$ 40,868

-

-

-

7,794

-

-

-


48,662

-

-

19,471

1,228

-

-

-

$ 69,361
Changes in
ownership
interests in
subsidiaries
(2)

($0,0020,448)
(-)
(-)
($ 0,020,448)
(-)
(-)
(-)
( -)

($ 0,0-)

(-)
(-)
(-)
(-)
(-)
(-)
( -)

($-)
Employee
Share Options
(3)
Employee
Share Options
-Expired
(2)
Total

(
(






(
(





$ 6,422,355

1,248,601 )

150,000 )
-
-
-
13,917
-

5,037,671

183,307 )

150,000 )
-
-
-
21,081
-

$ 4,725,445

($0,047,476)
(-)
(-)
(-)
($ 0,007,794)
($ 0,009,787)
($ 0,010,759)
( 13,200)

($ 0,025,510)
(-)
(-)
($ 0,019,471)
(-)
21,279

($ 0,012,016)
($ 0,000,399)
($ 14,903)

($0,020,334)
(-)
(-)
(-)
(-)
(-)
(-)
(13,200)

($ 0,033,534)
(-)
(-)
(-)
(-)
(-)
(-)
(399)

($ 33,933)
($ 6,551,481)
($1,248,601)
($ 0,150,000)
($ 0,020,448)
(-)
($ 0,009,787)
($ 0,03,158)
( -)
($5,145,377)
($ 0,183,307)
($ 0,150,000)
(-)
(1,228)
21,279
($ 0,09,065)
( -)
($ 4,843,642)
  • 4) This type of capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or converted to share capital (at a certain percentage of the Company’s capital surplus annually).

  • 5) This type of capital surplus may be used to offset a deficit.

  • 6) This type of capital surplus cannot be used for any purposes.

  • c. Retained earnings and dividend policy

The amendments to the Company’s Articles of Incorporation had been approved by the Company’s

This is the translation of the financial statements. CPAs do not audit or review on this translation.

197

shareholders in its meeting held on June 20, 2019, which stipulate that earnings distribution may be made on a quarterly basis after the close of each quarter.

The Company’s amended Articles of Incorporation provides that, when distributing earnings belonging to the first three quarter, the Company shall first estimate and reserve taxes to be paid, offset its deficits, estimate and reserve employees’ compensation and remuneration to directors, then set aside a legal capital reserve at 10% of the remaining earnings and set aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings at the beginning shall be used by the Company’s board of directors as the basis for proposing a distribution plan after the Company’s board of directors consider operational situation and retain proper amount. By the way of stock dividends, it shall be approved by the Company’s shareholders in its meeting; by the way of cash dividends, it shall be approved by the Company’s board of directors.

When distributing annual earnings, the Company shall pay taxes, offset its losses, set aside 10% as legal reserve, then set aside or reverse a special reserve in accordance with relevant laws or regulations. The Board of Directors shall prepare a distribution proposal for the remaining earnings plus the unappropriated retained earnings of previous years. Earnings distribution may be made in the form of shares after an approved resolution made by the shareholders’ meeting. Pursuant to the Company Act, the distributable dividends and bonuses or the legal reserve and the capital reserve (stipulated in Article 241, Paragraph 1 of the Company Act) in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition to a report of such distribution shall be submitted to the shareholders’ meeting.

Before the amendment of the Company’s Articles of Incorporation on shareholders’ meeting on June 20, 2019, the earing distribution is only allowed after yearly closing by the approval of the shareholders’ meeting. The rest retained earnings and dividends policy are consistent.

On June 20, 2020, the shareholders’ meeting resolved that the Company’s Articles of Incorporation amended on June 20, 2019 shall be revised back to the previous version.

See Note 21(d) for policy stipulated in the Articles of Incorporation regarding to the remuneration for employees and directors.

Considering current and future development plans, investment conditions, capital requirements, and market competition situations, and shareholder benefits, The Company would appropriate the dividends to the shareholders not less than 10% of the current year’s earnings. The dividends could be paid in cash or shares. The cash portion should be equal or more than 10% of the total dividends. It is allowed not to distribute any cash dividend if the cash amount per share is less than NT 0.5.

Legal reserve should be appropriated from earnings until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

NT$186,154 thousand from legal reserve and NT$1,248,601 thousand from capital surplus for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.52010840 per share, from additional paid-in capital of share issue premium had been approved in the Company’s shareholders’ meeting on June 20, 2019.

NT$183,307 thousand from additional paid-in capital for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.50291032 per share, from additional paid-in capital of share issue

This is the translation of the financial statements. CPAs do not audit or review on this translation.

198

premium had been approved in the Company’s shareholders’ meeting on June 20, 2020.

To increase the return on shareholders’ equity, it was approved for reduction of capital in the Company’s shareholders’ meeting on June 20, 2020. Company’s share capital was reduced by $899,721 thousand, and estimated to eliminate 89,972 thousand shares of the Company. Each share will be returned by $3 and the ratio of capital reduction is 30%. The reduction of capital was approved by Financial Supervisory Commission on September 2, 2020. The record date of capital reduction was September 8, 2020, and the date of completion of capitalization change registration was on September 14, 2020. The cash of capital reduction was returned to the company’ shareholders on October 28, 2020.

  • d. Treasury stock
Shares
(In Thousands)
Number of shares at January 1, 2019 (15,970)
Decrease during the period (4,992)
Number of shares at December 31, 2019 (10,978)
Decrease during the period ( 9,681)
Decrease due to capital reduction during the period (519)
Number of shares at December 31, 2020 (778)

The detailed information for other Shares Buy Back Programs could be found in Note 24 (b).

The treasury shares held by the company cannot be pledged and no dividend and voting right is attached in accordance with the Regulations of Securities and Exchange Act.

20. REVENUE


IC for human and machine interface devices

Service revenue


Contract balances
Contract liabilities (classified as current liabilities)

Sales of goods
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
2019
$ 11,366,680 $ 2,445,648

43,670

456,118
$ 11,410,350
$ 2,901,766
December 31

2020
$ 106,683
2019
$ 2,998

This is the translation of the financial statements. CPAs do not audit or review on this translation.

199

21. NET INCOME

  • a. Finance costs

Interest on deposits
Interest on bank loans
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 1,078

814
$ 1,892
2019
$ 1,150

2
$ 1,152

b. Depreciation and amortization


Property, plant and equipment

Intangible assets


An analysis of depreciation and
amortization by function
Operating costs

Operating expenses

**For the Year Ended ** **For the Year Ended ** **December 31 **





2020
$ 10,567

15,609

$ 26,176

$ 722

25,454

$ 26,176
2019
$ 14,286

16,254
$ 30,540
$ 1,299

29,241
$ 30,540

c. Employee benefits expense


Post-employment benefits
Defined contribution plans

Defined benefit plans (see Note 18)
Share-based payments (see Note 24)
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **





2020
$ 25,596

363
12,433
833,872

$ 872,264

$ 94,586

777,678

$ 872,264
2019
$ 26,189
447
4,934

647,418
$ 678,988
$ 83,197

595,791
$ 678,988
  • d. The remuneration to employees and directors

The Company stipulates to distribute employees’ compensation and remuneration to directors at the rates no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors. Due to the net loss before tax for the year ended December 31, 2019, there was no accrual for any remuneration to employees and directors. The

This is the translation of the financial statements. CPAs do not audit or review on this translation.

200

accrued employees’ compensation and remuneration to directors for the year ended December 31, 2020 are as follows:

The remuneration to employees
The remuneration to directors
The remuneration to employees
The remuneration to directors
December 31, 2020 December 31, 2020
9.4%
0.6%
December 31, 2020
$123,450
$ 7,214

If there is a change in the proposed amounts after the annual financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amount of remuneration to employees and directors resolved and the amount of remuneration to employees and directors accounted for in 2020 financial statements.

Information on the employees’ compensation and remuneration to directors resolved by the Company’s board of directors are available on the Market Observation Post System website of the Taiwan Stock Exchange.

22. INCOME TAXES

a. Income tax expense (benefit) recognized in profit or loss


Current tax
In respect of the current year
Adjustments for prior years
Deferred tax
In respect of the current year
Adjustments for prior years
Income tax expense recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 108,514


-

108,514

54,139

1,334


55,473

$ 163,987
2019
$ -

1,199
1,199
14,308
( 852)

13,456
$ 14,655

A reconciliation of accounting profit and income tax expense is as follows:


Income (loss) before tax from continuing operations

Income tax expense (benefit) calculated at the statutory rate and
the effective tax rate

Nondeductible expenses in determining taxable income
Tax effect of earnings to be distributed by subsidiaries
Unrecognized temporary differences

Adjustments for prior years’ tax
**For the Year Ended ** **For the Year Ended ** **For the Year Ended ** **December 31 **



2020
$1,175,979

$ 164,637

5,730
21,734
(29,448)
1,334
$ 2019
(160,594)
$ (22,483)
-
4,597
32,194
347


This is the translation of the financial statements. CPAs do not audit or review on this translation.

201

$ 163,987

$ 14,655

Income tax expense recognized in profit or loss

The company’s research and development expenditure is expected to offset the corporate income tax by 30%, so the effective tax rate is 14% after considering the deduction effect.

  • b. Current tax assets and liabilities

Current tax assets( recorded as other current assets)
Tax refund receivable
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,032
2019
$ 1,788

c. Recognized in other comprehensive income

Recognized in other comprehensive income

Deferred tax
Remeasurement of defined benefit plans
For the Year Ended December 31
2020
$ 50
2019
$ 235

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

2020

Deferred tax assets
Temporary differences
Obsolete of inventory

Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Intangible assets

Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
$ 89,699
$ (18,363)
$ -

623

(6,011)

(50)

90,322
(24,374)
(50)

11,423
(11,423)

-

$ 101,745
$(35,797)
$ (50)

$ 10,290
$ (2,058)
$ -

23,247
21,734

-

$ 33,537
$ 19,676
$ -
Closing
Balance
$ 71,336
(5,438)
65,898
-
$ 65,898
$ 8,232
44,981
$ 53,213

This is the translation of the financial statements. CPAs do not audit or review on this translation.

202

2019

Deferred tax assets
Temporary differences
Obsolete of inventory

Others


Loss carryforwards


Deferred tax liabilities
Temporary differences
Intangible assets

Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
$ 109,571
$ (19,872)
$ -

(484)

1,342

(235)

109,087
(18,530)
(235)

3,810

7,613

-

$ 112,897
$(10,917)
$ (235)

$ 12,348
$ (2,058)
$ -

18,650

4,597

-

$ 30,998
$ 2,539
$ -
Closing
Balance
$ 89,699
623
90,322
11,423
$ 101,745
$ 10,290
23,247
$ 33,537
  • e. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2020 and 2019, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $2,480,872 thousand and $2,742,072 thousand, respectively.

  • f. Income tax assessments

The Company’s tax returns until 2018 have been assessed by the tax authorities.

23. EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share
Diluted earnings (loss) per share
Unit: NT$ Per Share
For the Year Ended December 31

2020
$ 3.97

$ 3.73
2019
$ (0.63)

The earnings (loss) and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:


Earnings (loss) used in the computation of basic earnings per share
**For the Year Ended ** **For the Year Ended ** December 31
2020
$1,011,992
2019
$(175,249)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

203

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares):


Weighted average number of ordinary shares used in the computation
of diluted earnings per share
Effect of potentially dilutive ordinary shares:
Employee shares buyback program(note)
Employee share options (note)
The remuneration to employees

Weighted average number of ordinary shares used in the computation
of diluted earnings per share
For the Year Ended For the Year Ended December 31


2020
254,897
14,592
569
1,322

271,380
2019
276,714
-
-

-
276,714

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

Note: The Company has a net loss after tax, so there is no dilutive effect in 2019.

24. SHARE-BASED PAYMENT ARRANGEMENTS

The company did not issue any additional employee stock option plan in 2020 and 2019.

The Company’s shareholders’ meeting resolved to issue restricted stocks for employees up to 6,000 thousand shares on June 20, 2020. There was no restricted stock granted to employees by the end of 2020 while the restricted stocks plan was approved by Financial Supervisory Commission on August 12, 2020.

  • a. Employee stock option plan

Information about vested options of 2020 and 2019 are as following:

Employee Stock
Option Plan
2006
2015
December 31,2020
Weighted-aver
age remaining
contractual life
(years)
1.1~2.27
4.67
December 31,2019
Range of
exercise price
(NT$)
$5.46~36.8
15.9
Range of
exercise price
(NT$)
$4.2~32.10
12.2
Weighted-aver
age remaining
contractual life
(years)
1.32~3.48
5.67

Information about outstanding options in 2020 and 2019 is as following:

Employee
Stock Option
Plan
2020
Beginning

Quantity
of Options
805,599

677,500
2020
Beginning

Quantity
of Options
805,599

677,500
Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired
Weighted-
average
Exercise
Price
(NT$)
$ -
13.56
EndingBalance EndingBalance

Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006
2015

805,599

677,500
$ 23.49

12.20

-
-
$ -

-
( 407,400)
(242,000)
$ 29.68
14.33

-
( 38,000)
398,199
397,500
$ 26.65
15.90

This is the translation of the financial statements. CPAs do not audit or review on this translation.

204

2019


Employee
Stock Option
Plan
Beginning Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired EndingBalance EndingBalance
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006

2013

2015
1,594,999

627,250
985,750
$ 19.86

37.90

12.2

-

-
( 35,750)
$ -

-
12.2
( 660,200)

-
(272,500)
$ 13.86

-
12.2
( 129,200)
(627,250)

-
$ 27.80
37.90

-
805,599


-
677,500
$ 23.49

-

12.2

As of December 31, 2020, the valid and outstanding employee stock option plans are as following:

Plan
2006 employee stock option
plan
2015 employee stock option
plan
Number of
Options
12,600,000
2,800,000
Valid
Period
10 years
10 years
Vesting Terms
(1) A certain percentages of the options
defined in the plan are vested and
exercisable after the first anniversary,
or (2) according to the achievement
level of the performance target defined
in advance.
(1) A certain percentage of the options
defined in the plan are vested and
exercisable after the second
anniversary.

For the subsequent changes in the Company’s ordinary share capital, such as issuance of shares in cash, from earnings and capital surplus, consolidation, spin-off, share split, and issuance of global depositary receipts, and decrease in ordinary shares which is not resulted from treasury share retired, the exercise price and the conversion ratio would be considered to adjust accordingly based on the plans.

d. Shares Buy Back Program

Information about the Company buyback its shares as follows:

Items
The 2nd Shares Buy
Back Program
The 3rd Shares Buy Back
Program
The 4th Shares Buy Back
Program
The 5th Shares Buy Back
Program
The date of
board of
directors
approved
2016/4/28
2017/5/12
2018/7/26
2018/8/23
Buyback
shares
(In thousand
share)
5,000
6,808
8,000
7,689
Transferred
shares
(In thousand
share)
Adjustment
due to capital
reduction
(In thousand
share)

5,000
-
6,808
-
7,848
(
46 )
6,544
(
473 )
Shares not
transferred
yet
(In thousand
share)
-
-

106

672
Transferred
price
(in dollar)
$ 26.53

36.11

33.81
(Adjusted)

34.09
(Adjusted)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

205

Information about Shares Buy Back Programs transferred is as follows:

T h e 2 n d S h a r e s B u y B a c k P r o g r a m T h e 3 r d S h a r e s B u y B a c k P r o g r a m

Employee
subscription
base date
2016/10/28
2017/02/24
2018/02/08
2018/04/24
2018/07/26
2019/05/07
Total
Shares
transferred
(In
Thousands)
The fair value
of the right to
subscribe
(NT$)
Employee
subscription
base date
2,624
$ 11.26
2017/07/24
50
11.26
2018/07/26
120
4.20
2019/05/07
255
4.30
1,765
-
186
-
5,000
Total
Shares
transferred
(In
Thousands)
3,198
3,515
95


6,808
The fair value
of the right to
subscribe
(NT$)
$ 12.85
-
-

T h e 4 t h S h a r e s B u y B a c k P r o g r a m T h e 5 t h S h a r e s B u y B a c k P r o g r a m

Employee
subscription
base date
2020/03/20
Total
Shares
transferred
(In
Thousands)
The fair value
of the right to
subscribe
(NT$)
Employee
subscription
base date
7,848
$ 3.30
2019/05/07


2019/11/08


2020/03/20

2020/11/06
7,848

Total
Shares
transferred
(In
Thousands)
4,651
60
1,399
434
6,544
The fair value
of the right to
subscribe
(NT$)
$ -
-
3.70
1.90

The limitations and rights on the unvested shares were as follows:

  • 1) The employees cannot sell, pledge, transfer, donate, or dispose these shares.

  • 2) The Company and the employees should enter into a trust agreement with a trust and custodian institution and authorize the institution to exercise the shareholders’ rights including but not limited to attendance, proposing, speaking and voting in the shareholder meetings.

  • 3) The unvested shares are entitled to receive cash and/or share dividends and the derivatives.

If an employee fails to meet the vesting conditions, the trust institution would dispose the unvested shares and return proceeds to the employee no more than the original purchase price.

  • e. Options of the share transfer plan granted were measured by using the Black-Scholes pricing model

Compensation cost recognized for share-based payments above in 2020 and 2019 were as follows:


Employee share option plans

Shares buyback program
**For the Year Ended ** **For the Year Ended ** December 31

2020
$ -

$ 12,433
2019
$ 241
$ 4,693

This is the translation of the financial statements. CPAs do not audit or review on this translation.

206

$ 12,433 $ 4,934


Capital surplus - employee share options
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 12,433
2019
$ 4,934

25. Equity transactions with non - controlling interests

In November 2019, the Company ownership interest over FocalTech Smart Sensors, Ltd. increase to 50.06% from 42.34% Due to capital injection and no pro rata subscription in new shares.

The transactions did not change the controlling status. FocalTech Smart Sensors, Ltd. was treated as a subsidiary under equity method.

26. OPERATING LEASE ARRANGEMENTS

The Company is Lessee

The Company and its subsidiaries have lease contracts for office, plant and some office equipment, which would be expired before September 2021. Above mentioned lease contracts are short-term lease agreement, and the Company applies practical expedients so the Company does not recognize right-of-use assets and lease liabilities. The amount of short-term commitment which the Company apply practical expedients is $9,140 thousand.

The lease payments recognized in profit or loss for the current period was as follows:


lease payment
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 22,726
2019
$ 23,150

27. CAPITAL MANAGEMENT

The capital structure of the Company consists of debt and equity .The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.

To define the strategy of the Company’s capital structure, the Company first sets its target market share according to the industry scale, the growth of the industry and the product roadmap. Based on the projected market position, the Company plans the research and development investment and capital expenditure. Furthermore, the Company calculates working capitals and cash demands based on the long-term development plan considering the industry characteristics to build up the overall operating model. Finally, the Company evaluates not only the possible contribution margin, operating profit ratio and cash flows according to the product competitiveness but also risk factors such as the fluctuation of the business circle and the life circle of the product to decide the suitable capital structure. The management reviews capital structures periodically and considers the possible costs and risks of different capital structures. Generally, the Company adopted prudent capital management strategy.

The Company was not restricted to other external capital requirements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

207

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The management believes the carrying amounts of financial assets and financial liabilities not measured of fair value approximate their fair values or cannot be reliably measured.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1.) Fair value hierarchy

December 31, 2020

Financial asset at FVTPL
Listed preferred shares
Private funds
Total
December 31, 2019
Financial asset at FVTPL
Listed preferred shares
Private funds
Total
Level 1
$ 72,186
-
$ 72,186
Level 1
$ 10,931
-
$ 10,931
Level 2
$ -
-
$-
Level 2
$ -
-
$-
Level 3
$ -
24,953
$ 24,953
Level 3
$ -
16,918
$ 16,918
Total
$ 72,186
24,953
$ 97,139
Total
$ 10,931
16,918
$ 27,849

There were no transfers between Level 1 and Level 2 in 2020 and 2019.

  • 2) Reconciliation of financial instruments measured by Level 3 fair value

Financial assets at FVTPL

Balance, beginning of year
Purchases
Disposals
Recognized in profit or loss(other income or loss)
Balance, end of year
For the Years Ended in December 31 For the Years Ended in December 31


(
2020
2019

$ 16,918

$ 11,589
10,000

5,355
-

(
7 )

1,965)

(
19)
$ 24,953

$ 16,918

3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The unlisted equity investment is measured by the market approach, which decides fair value by referring to the recent financing activities of investees or the market transaction prices and status of the similar companies. The Company had carefully evaluated and selected the suitable evaluation method, but the use of different evaluation models or fair values may result in different evaluation results.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

208

  • c. Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)
Mandatorily at FVTPL
Amortized cost (Note 1)
Financial liabilities
Amortized cost (Note 2)
December 31
2020
2019
$ 97,139
$ 27,849
4,217,596
1,494,534
3,238,131
1,009,049
  • 1) The amounts include financial instruments measured at amortized cost, which comprise cash and cash equivalents, trade receivables, other financial assets and refundable deposits which is booked in other non-current assets.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise trade and other payables and deposits received.

  • d. Financial risk management objectives and policies

The Company’s major financial instruments include cash and cash equivalents, trade receivable, other financial assets, financial assets at FVTPL, trade and other payables. The Company’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The board of directors is solely responsible for established and monitored the framework of risk management of the Company, the board of directors authorized the chairman develop and monitored the risk management policy of the Company with the operation center of the Group, and regularly reported the situation to the board of directors.

The Company’s financial risk management policies are developed for identifying and analyzing the financial risks to the Company, evaluating the impacts of the financial risks, and executing the financial-risk aversion policies. The financial risk management is periodically reviewed to reflect changes to the market and the operations. Through the internal controls, such as training and setting up managing requirements and procedures, the Company is engaged in developing a disciplined and constructive control environment, in order to have all employees understand own responsibilities.

The Company’s board of directors monitors the management on managing the compliance to the financial risk management policies and procedures and reviews the appropriateness of risk management structure. To assist the board of directors, the internal auditors perform period and exceptional reviews on the controls and procedures of financial risk management and report the result of reviews to the board of directors.

1) Market risk

The major financial risks from the Company’s operation were foreign currency exchange risk referred to i) and interest rate risk referred to ii).

iii) Foreign currency risk

This is the translation of the financial statements. CPAs do not audit or review on this translation.

209

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities which were not in the same functional currency with the Company at the end of the reporting period are shown in Note 31.

Sensitivity analysis

The Company was mainly exposed to the U.S. dollar. The following table details the Company’s sensitivity to a 5% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. A positive number below indicates a decrease in pre-tax profit and other equity associated with New Taiwan dollars strengthen 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.


Profit or loss/
equity
USD Impact USD Impact USD Impact
For the Year Ended December 31
2020
$ 67,415(i)
2019
$ 29,008(i)
  • (1).This was mainly attributable to the exposure of outstanding USD including trade receivables, trade payables, other payables, other current assets and other current liability.

  • iv) Interest rate risk

The Company was exposed to interest risk arising from fixed rate time deposits, other financial assets and floating rate demand deposits. The time deposits were at fixed interest rates, and other financial assets were at fixed rates or with guaranteed minimal interest rates and carried at amortized costs, and, therefore, the variations to interest rates did not affect future cash flows.

The carrying amount of the Company’s financial assets with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities

Cash flow interest rate risk
Financial assets


**December 31 ** **December 31 **
2020
$ 170,880

$ 480,000

$ 2,454,853
2019
$ 419,720
$ -
$ 421,333

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for non-derivative instruments at the end of the reporting period. A 25 basis point increase

This is the translation of the financial statements. CPAs do not audit or review on this translation.

210

or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and the Company hold all variables constantly, the Company’s post-tax profit for the year ended December 31, 2020 and 2019 would decrease/increase by $6,137 thousand and $1,053 thousand, respectively.

  • 2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation from the carrying amounts of the financial assets as recognized in the balance sheets.

The Company’s concentration of credit risk was related to the five largest clients of trade receivables. Ongoing credit evaluation is performed on the financial condition of trade receivables.

As of December 31, 2020, the Company’s five largest customers took 69% of total trade receivables, the remaining transactions with a large number of unrelated customers, thus, no significant concentration of credit risk was observed.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, bank loans are a significant resource of liquidity for the Company.

As of December 31, 2020 and 2019, the available unutilized short-term bank loan facilities refer to (ii) Financing facilities.

  • i) Liquidity and interest risk rate tables for non-derivative financial liabilities

The Company’s remaining contractual maturity for its financial liabilities was based on the undiscounted cash flows, including interest and principal cash flow, of financial liabilities from the earliest date on which the Company can be required to pay.

December 31, 2020
On Demand or
Less than
1 Year
Non-interest bearing
$ 2,275,649

Fixed interest rate liabilities

480,206

$ 2,755,855
1-5 Years
$ 482,276

-
$ 482,276

This is the translation of the financial statements. CPAs do not audit or review on this translation.

211

ii) December 31, 2019
On Demand or
Less than
1 Year
Non-interest bearing
$ 891,455

f
Financing facilities
1-5 Years
$ 117,594
Unsecured bank lines of credit
Amount used

Amount unused

December 31,
2020
$ 495,665

204,335

$ 700,000
December 31,
2019
$ -
800,000
$ 800,000

29. TRANSACTIONS WITH RELATED PARTIES

Except for information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below.

  • a. Related party name and category
Related Party Name
FocalTech Systems, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
Related Party Category
Subsidiary
Subsidiary
Subsidiary
  • b. Sales of goods

Line Item
Related Party Category/Name
Sales
Subsidiaries
FocalTech Systems, Ltd.

Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2020
$ 43,670


-

$ 43,670
2019
$ 433,048
23,070
$ 456,118

The Company provided research and development and manufacturing management services and charged for revenues according to contracts.

  • c. Purchases of goods

Line Item
Related Party Category/Name
Subsidiaries
Purchase
FocalTech Electronics, Ltd.

Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ -


46,550

$ 46,550
2019
$ 243,174

-
$ 243,174

Purchases were made by the Company at market prices and conditions similar with the non-related parties.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

212

d. Payables to related parties

Line Item
Related Party Category/Name
Subsidiaries
Trade payables FocalTech Electronics, Ltd.

Others




December 31 December 31
2020
$ 518,851


20,359

$ 539,210
2019
$ 19,063

13,367
$ 32,430

The outstanding trade payables to related parties are unpledged.

e. Prepayments (accounted for other current assets)

Line Item
Related Party Category/Name
Subsidiaries
Prepayments
FocalTech Smart Sensors, Ltd.

Advances (accounted for other current liabilities)
Line Item
Related Party Category/Name
Subsidiaries
Advances
FocalTech Systems, Ltd.

December 31 December 31
2020
2019
$ 85,440
$ -
December 31
2020
$ 247,263
2019
$ 154,595
  • f. Advances (accounted for other current liabilities)

The Company accounted for service revenue from related parties in advance.

  • g. Other transactions with related parties

The Company provides guarantee services to its subsidiaries, and charged for 802 thousand service revenue in 2019. Please refer to Table 2.

  • h. Compensation of key management personnel

Long-term employee benefits
Short-term employee benefits
Post-employment benefits
Share-based payments
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 15,450

40,107
459

2,689

$ 58,705
2019
$ 16,646
29,618
540

1,990
$ 48,794

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACTUAL COMMITMENTS

FocalTech Electronics, Ltd., a subsidiary of the Company, filed a litigation of patent infringement against Novatek Microelectronics Corp. in September 2018 .As of the report issue date, the result of litigation and the effect on financial statements still could not be inferred.

31. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the group entities and the exchange rates between foreign currencies and respective functional currencies were

This is the translation of the financial statements. CPAs do not audit or review on this translation.

213

disclosed.

The significant assets and liabilities denominated in foreign currencies were as follows:

December 31, 2020

Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
144,584
28.48 (USD:NTD) $ 4,117,740
Monetary items
USD 159,307 28.48 (USD:NTD)
4,573,073
Financial liabilities
Monetary items
USD 97,242 28.48 (USD:NTD)
2,769,444
December 31, 2019
Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
51,829
29.980 (USD:NTD) $ 1,553,825
Monetary items
USD 170,831 29.980 (USD:NTD)
5,121,499
Financial liabilities
Monetary items
USD 32,477 29.980 (USD:NTD)
973,667

32. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

214

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (None)

  • 10) Information on investees (Table 4)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 5)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (None)

  • c. Information of major shareholder

List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: (Table 6)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

215

TABLE 1

FocalTech Systems Co., Ltd.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)

Financing Company
Counter-party Financial
Statement
Account
Related
Party
Maximum
Balance for
the Period
(Note 4)
Ending
Balance
(Note 4)
Amount
Actually
Drawn
Interest Rate Nature for
Financing
Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits for
Each
Borrowing
Company
(Note 2)
Financing
Company’s
Total
Financing
Amount
Limits
(Note 2)
Note
Item Value
1 Focaltech Systems, Ltd. FocalTech
Systems Co.,
Ltd.
Other receivables Yes $ 1,708,800
( USD 60,000 )
$ 1,708,800
( USD 60,000 )
$ -
- The need for
short-term
financing
$ - Operating
capital
$ - - $ - $ 2,922,964 $ 2,922,964 Note 3
  • Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for financing provided to others:

  • a. The maximum amount of financing provided by the Company and its subsidiaries shall not exceed 20% of total of the Company and its subsidiaries’ net worth.

  • b. The maximum amount of financing provided by the Company and its subsidiaries to each individual is as follows:

i. The maximum amount of financing provided to all businesses shall not exceed 20% of the Company’s net worth. The maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth, 30% of the borrowing company’s net worth, or the gross transaction amount (the higher of purchase amount or sales amount between the two parties) for the past year.

ii. In the case of financing companies with short-term financing needs, the total maximum amount of financing provided to such companies shall not exceed 20% of the lending company net worth; the maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth or 30% of the borrowing company’s net worth.

  • c. The maximum amount of financing provided by the Company and its 100% owned subsidiaries shall not exceed 100% of the Company’ net worth.

  • d. Net worth is based on latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The exchange rate is US$1=$28.48 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

216

TABLE 2

FocalTech Systems Co., Ltd.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee Given
on Behalf of
Each Party
(Note 2)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
(Note 6)
Outstanding
Endorsement/
Guarantee at the
End of the Period
(Note 6)

Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
(%)

Aggregate
Endorsement/
Guarantee Limit
(Note)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries

Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China

Note
Name Relationship
0 FocalTech Systems Co., Ltd. FocalTech
Systems, Ltd.
FocalTech
Electronics, Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
FocalTech
Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Smart
Sensors Co., Ltd.
FocalTech Smart
Sensors, Ltd.
A subsidiary in
which the Parent
Company holds
directly and
indirectly over
50% of an equity
interest.
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
$9,398
3,097
-
19,638
-
-
$ -
-
-
-
-
-
16.4%
16.62%
16.4%
22.24%
2.56%
1.28%
$3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
Y
Y
N
N
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 4 and 5)
(Note 4)

Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for guarantees provided to others:

  • a. The Company provides guarantees due to business, the amount shall not exceed as follows.

  • b. The maximum amount of guarantees provided to all subsidiaries and an individual shall not exceed 50% of the Company’s net worth.

  • c.

  • The maximum amount of guarantees provided between subsidiaries shall not exceed 100% of the Company’s net worth.

  • d. The total amount of guarantees of the Company and its subsidiaries shall not exceed 50% of the Company’s net worth. The maximum amount of guarantees provided to an individual by the Company and its subsidiaries shall not exceed 50% of the Company’s net worth.

  • e. Net worth is based on the latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The Company provides USD 45,000 thousand sharing guarantee to FocalTech Electronics, Ltd., FocalTech Systems, Ltd., Hefei PineTech Electronics Co., Ltd. and FocalTech Electronics (Shenzhen) Co., Ltd. to purchase materials. 3,097 thousand, 9,398 thousand, 0 thousand and 1,304 thousand were used in this period.

Note 4: The Company provides USD 3,500 thousand sharing guarantee to both FocalTech Smart Sensors, Ltd. and FocalTech Smart Sensors Co., Ltd. to purchase materials. There is no actual usage in this period.

Note 5: The Company provides $100,000 thousand guarantee for common financing usages.

Note 6: The exchange rate is US$1=$28.48 and RMB=$4.3648 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

217

TABLE 3

FocalTech Systems Co., Ltd.

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Marketable Securities Type and Name Relationship with the
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares Carrying Value Percentage of
Ownership
Fair Value
FocalTech Systems Co., Ltd. Shares
Fubon Financial Holding Co., Ltd. Preferred
Shares B
WT MICROELECTRONICS CO., LTD.
Preferred Shares A
Beneficiary certificates
CDIB Capital Growth Partners
CDIB Capital Healthcare Ventures II
-
-
-
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
170,000
1,268,000
-
-
$ 10,625
61,561
20,016
4,937
0.03%
0.94%
0.66%
0.96%
10,625
61,561
20,016
4,937

Note 1: The percentage of ownership is calculated by preferred shares the Company owned divided by outstanding preferred shares.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

218

TABLE 4

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income (Loss)
of the Investee
Share of Profit
(Loss) of the
Investee
Note
December 31, 2020 December 31, 2019 Shares Percentage
of
Ownership


Carrying Amount
FocalTech Systems Co., Ltd.
FocalTech Electronics Co.,
Ltd.
FocalTech Smart Sensors, Ltd.
FocalTech Corporation, Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
Vitrio Technology Corporation
FocalTech Smart Sensors, Ltd.
FocalTech Smart Sensors Co., Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Electronics Co., Ltd.
Cayman Islands
Cayman Islands
Cayman Islands
Taiwan
Cayman Islands
Taiwan
U.S.
Cayman Islands
Taiwan
Investment activity
Investment activity
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Investment activity
Import and export of
integrated circuits
TWD 7,059,264
TWD
2,848
(USD
100)
-
TWD
4,970
TWD
238,821
TWD
11,990
TWD 2,913,300
(USD
102,293)
TWD
665,010
(USD
23,350)
TWD
20,000
TWD 7,059,264
TWD
452,698
(USD
15,100)
TWD
205,305
-
TWD
33,516
TWD
11,990
TWD 3,066,740
(USD
102,293)
TWD
700,035
(USD
23,350)
TWD
20,000
5,491
(in thousand)
2
-
142
(in thousand)
18,813
(in thousand)
17,417
(in thousand)
100
2
2,000
(in thousand)


100%

100%

-


50%


67.15%


100%

100%

100%


100%
TWD 2,974,195
( USD 104,431 )
TWD 1,562,878
( USD
54,876 )
-

-
( TWD
2,828 )
( USD
99 )
( TWD 202,039 )
TWD 2,849,019
( USD 100,036 )
TWD 2,922,964
( USD 102,632 )
TWD 144,340
( USD
5,068 )
TWD
26,164
( USD
885 )
TWD
2,732
( USD
92 )
(TWD
86,850 )
( USD
2,939 )
(TWD
5,769 )
(TWD
86,850 )
( USD
2,939 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
TWD
26,164
(USD
885 )
TWD
2,732
(USD
92 )
(TWD
39,998 )
(USD
1,354 )
(TWD
4,970 )
(TWD
18,322 )
(USD
620 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
Subsidiaries
Subsidiaries
Subsidiaries
(Note 5)
Joint venture
Subsidiaries
(Note 5)
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries

Note 1: Information of investments in mainland China is listed in Table 6.

Note 2: The exchange rate is US$1=$28.48 on December 31, 2020.

Note 3: The exchange rate is US$1=$29.98 on December 31, 2019.

Note 4: The average exchange rate average rate US$1=$29.5492 during 2020/1/1~2020/12/31. Note 5: FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. which was held by The company and FocalTech Electronics Co., Ltd.. The original investment amount of FocalTech Electronics Co., Ltd. includes the amount invested by the Company.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

219

TABLE 5

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and
Products
Paid-in Capital
Note 1
Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2020
(Note 1)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2020
(Note 1)
Net Income (Loss)
of the Investee
(Note 2)

Percentage
of
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2020
(Note 1)
Accumulated
Repatriation
of Investment
Income as of
December 31,
2020
note
Outward Inward
FocalTech Electronics
(Shanghai) Co.,
Ltd.
FocalTech Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Systems
(Shenzhen) Co.,
Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
Sales support and
post-sales service for
affiliates’ IC products
Design and research of
integrated circuits
Design and research of
integrated circuits
Research, development
and sale of integrated
circuits
TWD
56,960
( USD
2,000 )
TWD
65,504
( USD
2,300 )
TWD1,053,764
( USD
37,000 )
TWD 130,944
( RMB
30,000 )
Note 3and 4
Note 3
Note 4
Note 4
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )
-
-
$ -
-
-
-
$ -

-

-

-
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )

-

-
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
100%
100%
100%
100%
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
TWD
35,750
( USD
1,255 )
TWD
58,274
( USD
2,046 )
TWD1,227,307
( USD
44,849 )
TWD 217,145
( USD
7,624 )
$

Accumulated Outward Remittance for Investment Investment Amount Authorized by Investment Upper Limit on the Amount of Investment in Mainland China as of December 31, 2020 Commission, MOEA Stipulated by Investment Commission, MOEA $56,960 $1,722,104 $4,687,707 (US$2,000) (US$60,467)

Note 1: The exchange rate is US$1=NT$29.48 and RMB$1=$4.3648 on December 31, 2020.

Note 2: The average exchange rate is US$1=NT$29.5492 and RMB$1=4.2827 on December 31, 2020.

Note 3: The Company founded a subsidiary in other area and then invested in mainland china.

Note 4 It was founded by the oversea subsidiary, so the paid-in capital did not remit from Taiwan.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

220

TABLE 6

FocalTech Systems Co., Ltd.

INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2020

Shareholders Shares
Total Shares Owned Ownership Percentage
Egis Technology Inc. 33,966,575 16.14%

Note 1: Major shareholders showed in the list above include those owned the ownership of 5 percent or more.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

221

FocalTech Systems Co., Ltd.

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

Item
Major Accounting Items in Assets, Liabilities and Equity
Major accounting items in assets, liabilities and equity
Statement of cash and cash equivalents
Statement of accounts receivable, net
Statement of inventories
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation of property, plant and
equipment
Statement of changes in intangible assets
Statement of deferred tax assets
Statement of changes in investments accounted for using equity method
Statement of short-term loans
Statement of accounts payables
Major accounting items in profit or loss
Statement of revenues
Statement of operating costs
Statement of operating expenses
Statement of employee benefit, depreciation and amortization by function
**Statements Index **
1
2
3
Note 12
Note 12
Note 14
Note 22
4
5
6
7
8
9
10

This is the translation of the financial statements. CPAs do not audit or review on this translation.

222

STATEMENT 1

FocalTech Systems Co., Ltd.

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Petty cash and cash on hand
Including EUR 3 thousand @35.02, HKD 3
thousand @3.673,RMB 7 thousand @4.3648 ,
JPY 530 thousand @0.2763 ,USD 1 thousand
@28.48 and NTD 50 thousand

Cash in banks
Checking accounts and current
accounts
Foreign currency current accounts
Including USD 80,518 thousand @28.48 ,JPY
3,976 thousand @0.2763 and EUR 5 thousand
@35.02


Amount
$ 381
161,123

2,294,422

2,455,545
$ 2,455,926

This is the translation of the financial statements. CPAs do not audit or review on this translation.

223

STATEMENT 2

FocalTech Systems Co., Ltd.

STATEMENT OF ACCOUNTS RECEIVABLE, NET DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Client A

Client B
Client C
Client D
Client E
Others (Note)

Less: Allowance for doubtful accounts

Amount
$ 319,286
234,958
184,242
153,181
99,186

454,333
1,445,186

-
$ 1,445,186

Note: The amount of each individual client included in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

224

STATEMENT 3

FocalTech Systems Co., Ltd.

STATEMENT OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Finished goods

Work in process
Raw materials

Amount
Book value
Net Realizable
Value
$ 311,159
$ 441,489
812,109
1,099,771

92,013

116,291
$1,215,281
$1,657,551

This is the translation of the financial statements. CPAs do not audit or review on this translation.

225

STATEMENT 4

FocalTech Systems Co., Ltd.

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investees
Unlisted companies
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd
FocalTech Smart Sensors, Ltd.
Vitrio Technology Corporation
Balance, January 1, 2020
Shares
(In thousand)
Amount
5,491
$3,002,990
3 shares 2,071,743
14,025
46,766
-

-
$5,121,499
Additions in Investment
Shares
(In thousand)
Amount

-
$ -

-
-


-
-

142

4,970
$ 4,970
Share of
Decrease in Investment
Profit (Loss)
Other
Amount
of the
Comprehen-
sive

Shares
(In thousand)
(Note)
Investee
Income
-
$ -
$ 26,164
$ (63,805)
(
1) ( 451,200)
2,732
(60,397)
( 14,025) (
2,847) (39,998)
(3,921)
-
(
-)

(4,970)

-

$(454,047)
$ (16,072)
$(128,123)
Other
Adjustment
$ 8,846

-

-
-
$ 8,846
Balance, December 31, 2019

Percentage of


Ownership

Shares
(%)
Amount

Collateral
Note

5,491
100
$2,974,195
Nil
Note1

2 shares
100
1,562,878
Nil

-
-
-
142
50

-
Nil
$4,537,073
Shares
(In thousand)

-


-

-
142

Shares
(In thousand)
-

(
1)
( 14,025)
-

Shares
(In thousand)
5,491

3 shares
14,025
-

Note 1 : Other adjustment is compensation cost of employee share options, $8,846 thousand .

This is the translation of the financial statements. CPAs do not audit or review on this translation.

226

STATEMENT 5

FocalTech Systems Co., Ltd.

STATEMENT OF SHORT-TREM LOANS DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Type
Bank credit loan
Mega Bank

Far Eastern Int'l Bank
Land Bank of Taiwan

Total
Balance,
End of Year
$ 100,000
280,000
100,000
$ 480,000

Contract
Period
2020/10/23~
2021/4/21
2020/12/14~
2021/1/14
2020/12/14~
2021/1/14
Range of
Interest Rates
(%)
0.88

1.00

1.06

Credit
Amounts

$ 200,000
300,000
200,000
$ 700,000
Collateral






Nil
Nil
Nil

This is the translation of the financial statements. CPAs do not audit or review on this translation.

227

STATEMENT 6

FocalTech Systems Co., Ltd.

STATEMENT OF ACCOUNTS PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Account payable-related party
FocalTech Electronics, Ltd.

Others(Note)


Account payable-others
Vendor A

Vendor B
Vendor C
Vendor D
Vendor E
Vendor F
Others (Note)


Amount
$ 518,851

20,359

539,210
$ 330,715
259,208
238,294
188,063
163,205
152,842

64,762
1,397,089
$1,936,299

Note: The amount of each individual vendor included in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

228

STATEMENT 7

FocalTech Systems Co., Ltd.

STATEMENT OF REVENUES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Quantity
(in thousand
units)
Net sales
IC for human and machine interface devices
307,299

Service revenue
-
Less: Sales discounts
Sales returns

Amount
$ 11,458,620
43,670
85,122

6,818
$ 11,410,350

This is the translation of the financial statements. CPAs do not audit or review on this translation.

229

STATEMENT 8

FocalTech Systems Co., Ltd.

STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Raw materials, beginning of year

Raw materials purchased
Transferred to expenses

Raw materials balance, end of year

Raw materials used
Manufacturing expenses

Manufacturing cost
Work in process, beginning of year
Transferred to expenses and others

Work in process, end of year

Cost of finished goods
Finished goods, beginning of year
Finished goods purchased
Transferred to expenses and others

Finished goods, end of year

Operating costs
Amount
$ 114,484
6,997,513
(
17,606)
(
92,013)
7,002,378

2,484,530
9,486,908
304,486
(
88,211)
(
812,109)
8,891,074
198,145
217,121
(
183,635)
(
311,159)
$ 8,811,546

This is the translation of the financial statements. CPAs do not audit or review on this translation.

230

STATEMENT 9

FocalTech Systems Co., Ltd.

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

General and Research and
Administrative Development
Item Selling Expenses
Expenses
Expenses
Payroll
$ 121,997
$ 100,368 $ 480,560
Rent expense - 22,551
-
Freight 10,677 127
1
Mask expense - -
117,077
Consumables - -
126,710
Sample expense 26,364 -
-
Welfare - 11,814
-
Professional service fees 10,012 23,434
10,864
Management fees of the Science Park Administration
-
22,139
-
Others (Note)
17,521

45,139

223,655
$ 186,571
$ 225,572
$ 958,867

Note: Expected credit loss is included and the amount of each item in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

231

STATEMENT 10

FocalTech Systems Co., Ltd.

STATEMENT OF EMPLOYEE BENEFIT, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)


Employee benefit
Salary and bonus

Labor and health insurance
Pension
Board compensation
Others


Depreciation

Amortization
2020 Total
$ 768,593

40,856

25,959

14,230

22,626

$ 872,264

$ 10,567

$ 15,609
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 78,898 $ 688,695
7,200
33,656
5,170
20,789
-
14,230

2,318

20,308

$ 94,586
$ 777,678

$ 722
$ 9,845

$ -
$ 15,609
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 69,508 $ 521,549

6,842
34,129

4,642
21,994

-
6,400

2,205

11,719

$ 83,197
$ 595,791

$ 1,299
$ 12,987

$ -
$ 16,254
Total
$ 591,057

40,971

26,636

6,400

13,924
$ 678,988
$ 14,286
$ 16,254
  • Note 1: In 2020 and 2019, the Company had 392 and 396 employees, respectively. There were 7 and 6 non-employee directors, respectively.

  • Note 2: Listed Company at Taiwan Stock Exchange and over-the-counter company at Taipei Exchange should disclose additional information below:

  • a. The average amount of employee benefit for the years ended December 31, 2020 and 2019 was NT$2,229 thousand and NT$1,725 thousand, respectively.

(“Total employee benefit - Total board compensation”/“Total employee headcount - Total non-employee director headcount”)

  • b. The average amount of salary and bonus for the years ended December 31, 2020 and 2019 was NT$1,996 thousand and NT$1,516 thousand, respectively.

(Total salary and bonus/“Total employee headcount - Total non-employee director headcount”)

  • c. The average salary and bonus increased by 31.73% year over year.

  • (“Average salary and bonus in current year - Average salary and bonus in previous year”/Average salary and bonus in previous year)

  • d. The Company did not have supervisors for the years ended December 31, 2020 and 2019. Therefore, there was no compensation to the supervisors.

  • e. The compensation paid to board of directors and the executive officers is based on their contribution and market trends. It is reviewed by the Compensation Committee. The compensation paid to the employees is based on their contribution and market trends.

232

==> picture [88 x 87] intentionally omitted <==

FocalTech Systems Co., Ltd.

Chairman Genda Hu

==> picture [51 x 50] intentionally omitted <==

233