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FRG Annual Report 2020

Aug 11, 2021

51973_rns_2021-08-11_3226c04c-a6d4-476c-8131-53488054615a.pdf

Annual Report

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Stock Code: 2107

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Formosan Rubber Group Inc. 2020 Annual Report

The information declaration website designated by the FSC: MOPShttp://mops.twse.com.tw/ Website of the company’s annual report: http://www.frg.com.tw/

Printed on May 20, 2021

This English version is only a translation of the Chinese version. If there is any inconsistency or discrepancy between the Chinese and English versions, the Chinese version shall prevail for intents and purposes.

I. Spokesperson or deputy spokesperson information:

Spokesperson

Name: Lin Shi-Zhe

Title: Manager, Management Department; Chief financial officer Telephone: (02)2370-0988

Email: [email protected] Deputy spokesperson Name:Zheng Sheng-Yuan Title: Manager, Construction Department Telephone: (02)2370-0988 Email: [email protected]

II. Addresses and Telephones of the Head office, Branches and Plants:

Head Office Address: 8F., No. 82, Sec. 1, Hankou St., Taipei City Telephone: (02)23700988 FAX: (02)23123313 Taoyuan Plant Address: No.1, Chaofeng Road, SanheVil, Longtan District, Taoyuan Telephone: (03)4893456

FAX: (03)4893476

Nankan International Logistics Center:

Address: 2F, No.53, Hou-sheng Rd, Lu-chu Dist., Taoyuan City Telephone: (03)3216533

FAX: (03)3216433

III. Share administration agency:

Taishin International Bank

Address: B1, No. 96, Sec. 1, Jianguo N. Rd., Taipei City

Website: www.tsc.com.tw

Telephone: (02)25048125 Query code: (02)25169990, Company Code: 061

IV. CPAs for the most recent Independent External Auditor's Report:

Name of the CPAs: Zhou Yin-Lai, Wu Xin-Liang Name of the Accounting Firm: Baker Tilly Clock & Co Clock & Co. Email: [email protected]

Address: (Top floor) 14F., No. 111, Sec. 2, Nanjing E. Rd., Taipei City Telephone: (02)25165255

V. Name of any exchanges where the Company’s securities are traded offshore, and the method by which to access information on said offshore securities: None

  • VI. Company’s website: http://www.frg.com.tw/

Table of Contents

I. Letter to Shareholders ................................................................................................................................................................................ 1 II. Company Profile ...................................................................................................................................................................................... 11 I. Company Profile .............................................................................................................................................................................. 12 III. CORPORATE GOVERNANCE REPORT ......................................................................................................................................... 15 I. Organizational System ..................................................................................................................................................................... 16 II. Background information of directors, president, Vice Presidents, assistant managerial officers, and the chief of various departments and branches ........................................................................................................................................................... 18 III. Remuneration of Directors (Including Independent Directors), Supervisors, Presidents and Vice Presidents ............................... 23 IV. Implementation of Corporate Governance .................................................................................................................................... 28 (I) Functionality of the Board of Directors .............................................................................................................................. 28 (II) Evaluation of the Board of Directors ................................................................................................................................. 30 (III) Operation and key tasks of the Audit Committee ............................................................................................................. 31 (IV) Corporate governance execution status and deviations from "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" ............................................................................................................................... 33 (V) Independence evaluation of CPAs .................................................................................................................................... 38 (VI) The Composition, Duties and Operation of the Remuneration Committee ...................................................................... 38 (VII) The state of the company's performance of social responsibilities, any deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies: ..................................... 43 (VIII) The state of the company's performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance: ...................................................................................................................................................... 47 (IX) If the Company established the corporate governance guidelines and related articles, please disclose the inquiry method ........................................................................................................................................................................ 51 (X) Other important information that is sufficient to enhance the understanding of the operation of corporate governance ...................................................................................................................................................................... 51 (XI) Items shall be disclosed in the implementation status of the internal control system ....................................................... 56 (XII) List of discipline, significant deficit and improvement status of violation of internal control system in most recent year and as of the publication date of the annual report ........................................................................................ 57 (XIII) Major resolutions at shareholders meetings and Board of Directors meetings in most recent year and as of the publication date of the annual report ....................................................................................................................................... 57 (XIV) Any other documented objections or qualified opinions raised by directors against board resolutions in relation to matters, and their content in most recent year and as of the publication date of the annual report .............. 61 (XV) Resignation or discharge of chairperson, president and managerial staff of accounting, finance, internal audit, chief corporate governance officer and research and development in most recent year and as of the printed date of the annual report .............................................................................................................................................. 62 (XVI) Risk Management Policy and Organizational Structure of Formosan Rubber Group Inc. ............................................ 62 V. Information Regarding the Company’s Audit Fees ........................................................................................................................ 63 VI. Change of CPA ............................................................................................................................................................................. 63

VII. Any of the Company’s chairperson, president, or managerial officer in charge of finance or accounting held a position in

the CPA’s firm or its affiliates in the most recent year ............................................................................................................... 64 VIII. Changes in shareholding and shares pledged by directors, managerial officers and shareholders with 10% shareholdings or more in most recent year and as of the publication date of the annual report .......................................................................... 65 IX. Top 10 shareholders who are related parties, spouses, or within second-degree of kinship to each other ..................................... 66 X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly controlled entities on the same investee ................................................................................. 67 IV. Funding Status ....................................................................................................................................................................................... 69 I. Capital and Shares: .......................................................................................................................................................................... 70 II. Corporate Bonds ............................................................................................................................................................................. 77 III. Preferred Stocks: ........................................................................................................................................................................... 77 IV. Global Depository Receipts .......................................................................................................................................................... 77 V. Employee Stock Options ................................................................................................................................................................ 77 VI. New Restricted Employee Shares ................................................................................................................................................. 77 VII. New Shares Issued for Merger or Acquisition (including mergers, acquisitions, and demergers) ............................................... 77 VIII. Progress on Planned Use of Capital ............................................................................................................................................ 77 V. Operational Highlights ............................................................................................................................................................................ 78 I. Business Activities........................................................................................................................................................................... 79 (I) Scope of Business ............................................................................................................................................................... 79 (II) Industry Overview ............................................................................................................................................................. 80 (III) Technology and R&D Status and the Progress of Future Plans and Estimated Investment Expenses ............................... 83 (IV) Long-Term and Short-Term Business Development Plans ............................................................................................... 84 II. Market and Production and Sales Overview ................................................................................................................................... 85 (I) Market Analysis .................................................................................................................................................................. 85 (II) Important Uses and Production Process of Major Products................................................................................................ 91 (III) Supply Situation for Major Raw Materials ....................................................................................................................... 92 (IV) The Major Customers that Accounted for more than 10% of the Total Procurement (sales) of Goods in any of the Past Two Years and the Amount and Proportion of the Goods Sold ........................................................................................ 93 (V) Production Volume and Value in the Last 2 Years ............................................................................................................ 94 (VI) Sales Volume in the Last Two Years ................................................................................................................................ 94 III. The Number of Employees Employed for the 2 Most Recent Years, and during the Current Year as of the Date of Publication of the Annual Report ................................................................................................................................................ 94 IV. Expenditure for Environmental Protection .................................................................................................................................... 95 V. Labor Relations and Employee Rights ........................................................................................................................................... 95 (I) Various aspects of employee welfare measures, continuing education, job training, retirement system and its implementation......................................................................................................................................................................... 95 (II) Labor Disputes ................................................................................................................................................................... 96 (III) Education and Training System for Employees and its Implementation ........................................................................... 97 (IV) Code of Conduct or Ethics for Employees ...................................................................................................................... 100 (V) Workplace and employees’ safety protection measures: .................................................................................................. 100 VI. Important Contracts .................................................................................................................................................................... 102 VI. An Overview of the Company's Financial Status ............................................................................................................................... 103 I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years ........................................................ 104

II. Finance analysis for the past 5 fiscal years ................................................................................................................................... 108 III. Audit committee review report of the most recent annual financial report .................................................................................. 111 IV. Financial report for the most recent fiscal year, .......................................................................................................................... 112 V. A parent company only financial statement for the most recent fiscal year, certified by a CPA ................................................... 195 VI. If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation .................................................................................................................................... 294 VII. A Review and Analysis of the Company's Financial Status and Financial Performance, and a Listing of Risks ........................ 295 I. Financial Status .............................................................................................................................................................................. 296 II. Financial Performance .................................................................................................................................................................. 297 III. Cash Flow ................................................................................................................................................................................... 297 IV. Financial Impact of Major Capital Expenditures During the Most Recent Fiscal Year ............................................................... 298 V. Investment policy for the most recent fiscal year, the main reasons for the profits or losses, improvement plans, and investment plans for the coming year ....................................................................................................................................... 298 VI. Risk Analysis .............................................................................................................................................................................. 299 VII. Other Important Matters ............................................................................................................................................................ 302 VIII. Special Disclosures ............................................................................................................................................................................ 303 I. Information relating to the Company's affiliates ............................................................................................................................ 304 II. Transaction about the company’s private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of the publication of the annual report ............................................................................................... 305 III. Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ........................................................................ 305 IV. If any of the situations listed in Article 36, paragraph 3 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ............................................................ 305 V. Other matters that require additional explanation ......................................................................................................................... 305

I. Letter to Shareholders

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Letter to Shareholders

Dear Shareholders,

In 2020, the COVID-19 pandemic spread across the world. Countries around the world have adopted lockdowns or border controls, which not only crushed the economic growth each country, but also impacted global trade. The world is still in the worst economic recession. However, upon the completion, the “La Bella Vita” project in Taichung has been delivered and the incomes have been accounted; and other projects, including “55times” have been selling continuously. Therefore the operating revenue, operating margin, and profit or loss before of 2020 are able to outperformed for our shareholders.

Looking forward to 2021, the significant process of the COVID-19 vaccines have fuel the expectation of the global economic recovery. As the Company continuously sells the construction projects, we take cautiously steady view to the business outlook for 2021.

Meanwhile, the Company will continue to enforce expanding business scopes as follows: 1. Rubber manufacturing: through the investment and upgrade of equipment to improve the functions of products, while continuously developing new products and innovating the new market applications; 2. Warehousing: proactively developing the policy of “business expansion and professional services” by constantly seeking new customers in order to bring different types of businesses into the Park, increasing operating performance; 3. Construction and development: flexibly operating various strategies to sell the completed construction project steadily, and suitable individual projects and land with potential profits will be sought out for development actively.

The Company's operating income, gross profit and income before tax in 2020 have all grown by a large margin compared to the previous year mainly due to the completion of La Bella Vita. We would like to present to shareholders the consolidated operating results and a summary of the operation plans of Formosan Rubber Group Inc. for 2020 as follows:

One. 2020 Consolidated Business Results

I. Performance of business plan implementation

(I) Consolidated operating income, gross profit and pre-tax income:

Unit: thousand Unit: thousand
Item 2020 2019 Increase and decrease
amount

Increase and
decrease %
Operatingincome 3,282,255 2,701,777 580,478 21.49%
Operatingmargin 1,062,287 661,688 400,599 60.54%
Pre-Tax Income 930,134 552,687 377,447 68.29%
  • (II) The sales of the reserved apartments for “World Garden - Bridge Upto Zenith”, and “Modesty Home”

There were only a few residential apartments remaining at “World Garden - Bridge Upto Zenith” and “Modesty Home”. By judging the real estate market, we entrusted the sales of the residential apartments and took steps gradually, allowing steady sales, and we have now sold out all the residential apartments.

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(III) Xindian “Legend River”

With the opening of the MRT Circular Line soon and the development of the Yangbei Replanning Area, the market has gradually recovered and the selling rate has stabilized.

  • (IV) The land development of “55Timeless” in Xinyi Planning District

With the building of high specifications and the public facilities of an art gallery, it has become one of the international-grade landmarks for luxury residential apartments. Its exceptional construction quality has been widely favored and designated by our high-end customers. Under the impact of the US-China trade war, we have seen a situation where funds have gradually returned to Taiwan. The sales for high price with large space residential apartments have increased compared to the previous year. With the Company’s flexible use of strategies, the apartments continued selling.

  • (V) The land development of “La Bella Vita” for the replanning area in Taichung Phase 7.

    • The use permit was obtained upon completion in January 2020. The handover to the customers bought in the pre-sale stage has been completed. The real estate market of the 7th Phase, Taichung City is very active, and thus the selling prices are stablized. The major selling point of “La Bella Vita” is planned to be the real model house designed for “La Bella Vita” specifically by the architecture Antonio Citterio and renowned cabinet brand, to increase the sales synergy with cross-industry alliance.
  • (VI) FRG Bridge Upto Zenith Business Plaza

    • FRG Qiao Feng Business Plaza is located on the first and second floors of No. 168-180, Section 1, Zhongshan Road, Banqiao, covering an area of 1,882 pings (6221 square meters). The first floor of the business plaza has been leased to E.SUN Commercial Bank; the second floor has been leased to Nan Shan Life Insurance Co., Ltd. and SinoPac Securities Corporation; the second floor of the business plaza at building B has been leased to the infant care center, Bell’s Home. The occupancy rate is 100%. FRG Qiao Feng Business Plaza has become an exquisite business center of Banqiao.
  • (VII) San Francisco and Hotel Development Project

    • Our subsidiary (FRG US Corp.) established in the US in 2017 participates in the construction investments; The subsidiary’s investment in the project is approximately 11.23% The entire plan for the project consists of 242 luxury residential apartments, 10 retail stores, and a trendy hotel with 236 rooms. The completion is expected in Q3, 2021.
  • II. Budget Execution: Based on the norms stipulated in the “Regulations Governing the Publication of

Financial Forecasts of Public Companies”, the Company does not need to prepare financial forecast for 2020.

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III. Analysis of Consolidated financial Income and Expenditure, and Profitability

Consolidated financial income and expenditure

Unit: NT$ thousand

Unit: NT$thousand
Year
Item

2020
2019
Net cash inflow (outflow) from operating
activities
2,073,605 1,783,085
Net cash inflow(outflow)from investments (345,338) 132,000
Net cash inflow (outflow) from financing
activities
(1,313,393) (1,764,554)

Analysis Table of Consolidated Profitability

Year
Item
2019

2020
Return on Asset(%) 7.20 4.09
Return on Equity (%) 8.20 5.09
Pre-Tax Income to Paid-In Capital(%) 27.17 15.79
Profit Margin(%) 27.47 19.95
EPS after tax NT$2.62 NT$1.54

IV. Research & Development (R&D)

  1. Based on the Company’s business philosophy “research makes the difference” at its establishment in 1980, we have continued to strive for search and innovation. The R&D results of 2020 are as follows:

  2. (1) In 2020, we have successfully acquired 2 patents:

[1] ROC Patent for Flame Retardant Fabric and its Manufacturing Method [2] ROC Patent for Rubber Tarpaulin and their Preparing Method

  • (2) There are another 12 patent applications pending.

  • For the Nankan Leasing and Logistics Center, as the COVID-19 pandemic has caused the shutdown or lockdown in many countries or cities, and thus the operation of international logistics supply chains has been impacted severely, as the response, FRG International Logistics continues to implement safety control in the park, and provides customers with continuous service without interruption. The corresponding solution this year: as the longer the impact of the pandemic is, the bigger the impact on the industrial supply chain. This wave will push the electronic semiconductors to a positive direction. It seeks to adjust the types of industry in the park, expand new logistics customers, and focus on recruiting the electronic semiconductor industry. We also plan to cultivate elites, hoping to set an example for integration of providing services including professional rental and leasing, and logistics.

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II. 2021 Business Plan Overview

I. 2021 Management Policy

  1. The 3 management policies for manufacturing industry are: “Innovation”, “international” and “service”.

  2. "Innovation": Applying the advantages of equipment and manufacturing process, leveraging the characteristics of raw materials, improving product specifications and physical properties, to lead the market and create a win-win situation.

  3. "International": The distributors have been established widely, strengthening cooperation and development with brand customers in Europe, Americas, and Japan, while expanding the business scale in the Greater China and Southeast Asian markets.

  4. “Service”: Through technical services of professional teams, and quickly responding to fulfill customers’ needs, we hope to be the most profitable company to our customers.

  5. The leasing business will adjust the types of industries in the park, and actively introduce electronic semiconductor related industrial chains to enter the park this year, and developing new customers. In the future, the leasing business will be integrated with logistics services, providing customers with a one-stop service model, and improving the operation mode through logistics system upgrades and the addition of automated equipment, so that customers feel the increase in efficiency. Upgrade personnel from repetitive tasks to managing customers and problem-solving talents, to secure the future talents. Meanwhile, the experience is extended to Longtan, and the creation of Nankan Logistics Park and Longtan Intelligent Park will become the best representative for the professional leasing and logistics integration service .

  6. Real estate development and individual projects:

  7. (1) The account for “Modesty Home” has been included when the project completed in 2014; we have an ‘elite’ apartment for sale.

  8. (2) The reserved apartments of “Bridge Upto Zenith A[+” ] are entrusted to gradually sell according to the market reaction in order to stabilize the selling rate with reasonal price.

  9. (3) The development of Xindian “Legend River” is located near the MRT Circular Line and the Yangbei Replanning Area have made the market together, and with the market gradually recovered, the sales have been stable.

  10. (4) The “55Timeless” in Xinyi Planning District, Taipei City continued to be featured with the outstanding construction quality and technologies in the advertisement campaign, and the international grade interior designer is retained to customize the real model appartment for this project, to providing a reference to the high-asset customers for buying properties. Seeking target customers with flexible operation of sales strategies.

  11. (5) The development of Taichung “La Bella Vita” was completed on January 7, 2020. A series of matters in relation to handing over the apartment to customers who have purchased the apartment in the pre-sale have been completed, followed by the sales of the completed apartment. The feature of the marketing campaign this year, is the real model apartment designed by Antonio Citterio and a renowned cabinet brank.

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  • (6) The development of the San Francisco residential apartments and hotel have begun its construction in 2018 which is estimated to complete in 2021 Q3. Residential products are already on sale in Taiwan, while in San Francisco, due to the local pandemic and real estate market conditions, the residential sales and hotel openings are planned to be commenced at the appropriate timing.

II. Expected Sales and Their Basis

  1. According to the long-term statistics of Germany, the total market of the global rubber and plastic demands will maintain its slow growth each year. Of which, the life-saving industry, medical industry, and environmental protection will outperform, and the first two are precisely within the Company’s technical strengths. Affected by the COVID-19 pandemic in 2020, the mobility of people in various countries was restricted, resulting in a severe shutdown of economic activities. However, as the rollout of vaccines mitigates the pandemic, and relief policies have worked, all economies are showing signs of recovery. However, in order to revitalize the economy, countries all over the world are expanding fiscal expenditures, causing the fiscal deficit to rise sharply. In the next few years, the deleverage task faced by governments will be more challenging than ever. In case a sovereign debt crisis breaks out, it may quickly spread to other economies, and plunges the global economy into another larger debt crisis. In addition, the Sino-US trade dispute has not yet ended. The International Monetary Fund (IMF) believes that the Sino-US trade dispute will bring significant uncertainty to the global economy and hinder investment, severely hurt the trend of business and financial markets, and disrupt the global supply chain. Combining the above unfavorable elements, in 2021, we will do our utmost to surpass the Company's total target sales of rubber and plastic synthetic leather of 10,089 thousand yards which was reached in 2020.

  2. Nankan warehousing, logistics and property management: FRG International Logistics has been established for more than 20 years. It has built a logistics park of more than 40,000 pings in Nankan. The park consists of six buildings. The business model is mainly logistics center and warehouse leasing business. The tenants of the park mainly are electronic distributors, publishing industry, boutique industry, apparel industry and e-commerce operators. In the park, warehousing leasing, packaging and tally, customs declaration and transportation, and bonded warehouse operations are provided. Up to now the occupancy of the park has been more than 90%, and most of the tenants are internationally well-known customers. FRG International Logistics has maintained good interaction with customers, and more than 70% of them have been our partners for more than five years. In the future, the leasing business and logistics services will be integrated, to provide customers with a one-stop service model, while actively upgrading logistics to innovative logistics. This year, through the upgrade of logistics systems and the addition of automated equipment, we will upgrade personnel from repetitive tasks to managing customers and problem-solving talents, to secure the future talents. And by improving the operation mode through system integration and investment in automation equipment, customers will feel that the efficiency is improved. In the future, we will continue to refine strategies such as customized

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services and expansion of the business types, hoping to make it a benchmark for the logistics leasing industry.The income generated from the warehouse rent and logistics in 2020 is estimated to increase slightly compared to 2019 by 1% to 2%.

  1. The sales of the remaining reserved apartments: - The available completed apartments of “55Timeless and “La Bella Vita” are gradually being sold. Reserved units in “Bridge Upto Zenith,” “Modesty Home,” and “Legend River” are continuously sold.

  2. Banqiao Qian-Feng Business Plaza: The first and second floors consist of 1,882 pings (6221 square meters). The occupancy rate of 2020 was to 100%. In the future we will continue to enforce customer services and plaza management, creating a new image of exquisite business center in Banqiao District.

III. Important Production and Sales Policy

  1. The 3 management policies for manufacturing industry are: “Innovation”, “international” and “service”.

  2. "Innovation": Applying the advantages of equipment and manufacturing process, leveraging the characteristics of raw materials, improving product specifications and physical properties, to lead the market and create a win-win situation.

  3. "International": The distributors have been established widely, strengthening cooperation and development with brand customers in Europe, Americas, and Japan, while expanding the business scale in the Greater China and Southeast Asian markets.

  4. “Service”: Through technical services of professional teams, and quickly responding to fulfill customers’ needs, we hope to be the most profitable company to our customers.

  5. In response to the plant expansion of semiconductor manufacturers in Taiwan, both upstream and downstream companies will increase their volumes and capacities. The demand for warehouses has grown in response to the growth of electronic semiconductors. To cope with this trend, firstly the . First, the space released from the termination of publishing company’s lease, will be applied for the expansion of the logistic space to 2,000 pints to actively introduce players in the electronic semiconductor-related industry chain; on the other hand, the business formats will be diversified, and the number of customers will be increased, making Nankan Logistics the first choice for the electronics-related industries. Taoyuan Longtan Park is the positioning focus of the next stage. The logistics plants will be customized, to continuously upgrade the one-stop service for early deployment. As it meets the expectations of customers, the cooperation relationship will be gradually deepened, and we will become a high-quality vendor in the eyes of customers, as well as the excellent representative of smart park.

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  1. We acquired the prime land of the Xinyi Planning District in 2012, and in 2016, we cooperated with the mainland China construction company and introduced the projects of “55Timeless”; in the end of 2012, we cooperated with KINGLAND Property Corporation Ltd. and introduced the projects of “Legend River”, and in 2015, we acquired the land in Taichung for the projects of “La Bella Vita” which began its sales in 2016. We have truly excelled in our our expectations, allowing significant improvement in both profit or brand image.

III. The Company’s Future Development Strategy

I. Secondary Processing Industries:

  • A. By signing annual sales contracts with major customers - ensuring stable performance of 60% or more.

  • B. By improving quality - continue to establish OEM/ODM partnership with international major manufactures to ensure turnover.

  • C. By making good use of equipment - develop multi-colored and multi-specification productions, ensuring customers’ brand loyalty.

  • D. By the continual technical partnership with European, American and Japanese plants - create new products and introduce them to new markets applications

  • E. By developing compound products and adding new production lines, with one stop shop service, fulfilling customers’ needs.

  • F. By investing with precision - principles of full production, order delivery and gradually adjust the inventory.

II. Nankan Warehouse Logistics and Rental and Leasing Business:

New customers have been developed continuously for the Nankan leasing service business. The customer service demands have developed from the leasing relationship to acquisition of the partnership by winning customers’ trust via assistance to customers of analysis and advices. To continue and extend the partnership with customers, in the future, the leasing business and logistics services will be integrated, to provide customers with a one-stop service model, while actively upgrading logistics to innovative logistics. This year, through the upgrade of logistics systems and the addition of automated equipment, we will upgrade personnel from repetitive tasks to managing customers and problem-solving talents, to secure the future talents. And by innovation, the operation mode of system integration and investment in automation equipment is improved, and customers will feel that the efficiency is improved. Taoyuan Longtan Park is the positioning focus of the next stage. The logistics plants will be customized. In this year, the strength of the service will be enhanced, to provide the customers with excellent service items, to make FRG as the best representative of professional leasing and logistic services.

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III. Real Estate Development

In a bid to continue the real estate development experience and creating the long-term stable profit for the Company, not only do we have our own real estate assets, we also focus on other suitable land or individual projects. In addition to resident buildings, development of commercial spaces of considerable size are also planned. Not only can commercial real estate developments acquire longterm stable rent income, they also covers fields of business plaza operation, real estate management and property management. With the Company's accumulated strength and brand value increasing day by day with construction development business, and based on the needs of long-term development, aside the current development projects, we have also been diligently seeking individual projects that meet the Company’s circumstances.

IV. Effects by External Competitive, Regulatory and Overall Operating Environments

I. Secondary Processing Industries:

2020, the COVID-19 pandemic spread rapidly around the world, the momentum of global trade and investment fell sharply, and the global economy was severely shocked. However, with the development and production of the COVID-19 vaccine and large-scale vaccination, the global economy is expected to gradually improve and back to the track However, the Sino-US trade dispute has not stopped, and the United States will cooperate with allies to contain China. Other the factor of the COVID-19 pandemic, Japan's economic activities have been affected by the Sino-US trade war and the Japan-South Korea trade dispute successively. Europe has implemented strict lockdown measures to control the pandemic. The emerging ASEAN economies have continued to suffer severe pandemics due to their weaker medical infrastructure. As a result, strict lockdown and quarantine measures have been expanded, and economic activities have suffered a severe impact. The path to global trade recovery is full of uncertainties, and it is expected that the economic prosperity will on be returned to the pre-pandemic level in 2022. Therefore, by continuously developing new products, improving quality and strictly controlling costs based on the market orientation, the sustainable development of the Company may be ensured

II. Nankan Warehouse Logistics and Rental and Leasing Business:

The COVID-19 has caused manufacturing capacity to move from China to Southeast Asia and Taiwan to set up plants. This has caused the regional stocks raised in upstream and downstream manufacturers out of China. Relatively, the sea and air freight costs continue to rise. This year, sea and air traffic congestion has also delayed the schedule of global supply. These factors have affected the entire supply chain positioning, and resulted in a reshuffle. To increase the willingness of customers to set up transshipment hub in Taiwan, Taiwanese logistics industry must find a better taxation plan, and the players must also invest in automation equipment and logistics systems, in order to move the warehouse of these internationally renowned brands to Taiwan, and keep on

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creating value for customers.

III. Land Developments

The Company's construction products are all located in good locations, and the sales targets are mostly loyal customers who hold real estate for a long time. There are not many remaining reserved units, so the sales conditions and prices are very stable.

The domestic real estate market has been consolidating for many years, with the continued low interest rate environment, foreign assets return to Taiwan or high-asset customers increasingly invest in Taiwan. Therefore, land prices have increased significantly. However, the national policy seems to be adjusting the real estate market through the reform of the real estate tax system, which has made land development more uncertain and difficult. The Company will continue to insist the strategy of finding land with high potential of value raising and reasonable profits in high-quality urban areas, and make investment cautiously to ensure the Company's profits. Today, I am honored to present to all shareholders our 2020 business overview and 2021 business outlook. On behalf of all my colleagues, I thank each and every shareholder’s support and loyalty. In the future, we will strive toward excellence and hope to share with our shareholders yet another outstanding year.

I wish you well and stay healthy

Chairperson: Hsu Zhen-Tsai

President: Hsu Zhen-Ji

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II. Company Profile

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II. Company Profile

I. Company Profile:

  • (I) Date of establishment: January 22, 1963 (the predecessor of the Company was established in the 1952)

  • (II) Addresses and Telephones of the Head office, Branches and Plants:

Company address: 8th Floor, No. 82, Section 1, Hankou Street, Taipei

Telephone: (02)23700988

Taoyuan plant: No. 1, Chaofeng Road, Sanhe Vil, Longtan District, Taoyuan Telephone: (03)4893456

Nankan International Logistics Center: 2F, No.53, Housheng Road, Luzhu District, Taoyuan Telephone: (03)3216533

  • (III) Company History
1952 Established the Company,producingrecycled rubber.
1963 Technical cooperation with Radium Rubber of West Germany.
1976 Established theplasticplant from the technical cooperation with Maruyama Industrial.
1980 Production of plastic foam latex leather from the technical cooperation with Nankai Plastic. Technical cooperation
with GOODYEAR.
1981 Awarded with the “Gan Cheng Medal” for successfully developing military equipment including floating bridges,
water cabinets, scout boats, attack boats, life raft, lifejackets,gasproof clothingand aircraft fuel tanks.
1992 Officiallylisted on March 3.
1995 Established the PU Division for R&D and promotion of PU products. Established investment committee to
conduct diversified investments.
1996 Combined the plant and office to enhance customer services. Established the Construction Department to
effectivelydevelopthe land use values of Formosan.
1997 Launched the R&D building; established the precision lab to enhance the analysis of product research and
development.
1998 Established the CPU Division toproduce clear wet look PUproducts and PP syntheticpaper.
1999 Invested in Wanexe Securities which later merged with SinoPac Securities then Huaxin Bank which has become
the Sinopac Financial Holdings CompanyEstablished the Fenghe E-Library.
2000 Established the IP project to proactively conduct the development of various patents, forming a knowledge
economy.
2001 Established the Siliconeproject to research and develophigh-tech rubberproducts for the new century.
2002 Became the biggest manufacturer for Taiwan TPU and laminating products.
2003 Obtained the ISO9001 quality assurance; FRG International Logistics acquired the license of the International
Logistics Center.
Established a 100% holding subsidiary for the land development of the Banqiao Special Project Six: Ban Chien
Development Co., Ltd.
2004 2. The installation of the 4-meter ultra-wide laminating machine and electronic-grade plastic additive synthesizing
machine was completed; entered the automotive interior and electronics market; received the thirdplace in the

-12-

92nd "Excellent Trading Businesses".
In December, it issued the first unsecured convertible corporate bonds of NT$2.2 billion and began trading over-
the-counter.
2005 Acquired ISO-14000 certification for environmental quality. The project of the land development in Banqiao of
2005 was sent to the Urban Planning Committee for review and began the development cooperation with China
construction company.
2006 Signed the contract for the construction of land development project of Banqiao with the China construction
company. Established the logistics center in Longtan for chemical products. The installation of the new steel belt
drum vulcanization equipment and 2.4m ultra-wide dust-free precision coating machine are completed. In order to
meet the capital needs to for the development of the Banqiao Special Project Six, a syndicated loan was signed
with the bank with a limit line of NT$3.1 billion.
2007 The first unsecured convertible corporate bonds of NT$2.2 billion has been fully converted, and it was delisted on
April 13. The pre-sale began in the end of January for the land development project of “World Garden - Bridge
Upto Zenith” in Banqiao;the construction officiallystarted on March19. Launched the brand new Central Lab.
2008 Launched the brand new steel belt and tank rubber vulcanization plant that were the largest in Asia.
Signed a joint contract for the construction of the land development of Banqiao “Special Project One” which was
sent to the Urban Planning pendingreview.
2009 The Company has passed the international quality certification of life rafts, biocompatibility, and life jackets.
The Company cooperated with Qia-Chu Construction Company to develop the land at Zhuangjing Section,
Xindian City, Taipei Countyand ajoint construction contract was signed.
2010 The Company's new 10,Banbury mixer and plant were officially launched on June 17.
Ranked the second for the growth rate of Korea’s key export market in 2009.
The user’s license was acquired in December for the land development project of “World Garden - Bridge Upto
Zenith” in Banqiao.
The land development project of “Modesty Home” in Banqiao was approved by the urban update planning of the
New Taipei Government and the construction license was issued.
2011 The new TPU polishing machine was put into production.
Fenghe Employee Sports & Health Center was completed.
60th Anniversary of Formosan Rubber Group Inc.
The apartments for the land development project of “World Garden - Bridge Upto Zenith” in Banqiao were
handed over to customers; helped the residents to set up the Community Management Committee in September.
The pre-sale for the land development project of “Modesty Home” in Banqiao completed in February with a 100%
sales rate; the construction started in March.
2012 The Company cooperated with the “Mainland Construction Company”, “Heng Bang Construction Company and
“Heng Ju Construction Company” for the development of third Subsection of Xinyi Section, Xinyi District,
Taipei; ajoint construction contract was signed.
2013 The second set of energy-saving and high-efficiency steam and heat medium boilers in Taoyuan Plant was put into
operation.
The power-saving and energy-saving conversion of the heavy-duty mixer in Taoyuan Plant was completed.
The user’s license was acquired in December for the “ModestyHome”project in Banqiao.

-13-

2014 A construction license was acquired for the “development of third Subsection of Xinyi Section, Xinyi District,
Taipei (55Timeless)” and construction license was acquired in June 2014; the groundbreaking ceremony was held
in September in the sameyear(2014).
2015 The installation of the new steel belt drum vulcanization equipment was put into use in the Taoyuan plant.
A construction license was acquired for the “development of Huiguo Section of Taichung (La Bella Vita)” and a
construction license was acquired in November 6, 2015; the groundbreaking ceremony was held on March 4,
2016.
2016 A regenerative thermal oxidizer(RTO)was added in December 2016, and testingwas completed in April 2017.
2017 In October 2017, the subsidiary “FRG US CORP.” in the US was registered; the businesses are real estate
investments, developments, and house and land leases/sales in the US.
An upright oven and sulfuration tank equipment were added in the Taoyuanplant.
2018 A regenerative thermal oxidizer (RTO) was added in 2018.
A xenon arc lamp weathering tester and an ozone resistance tester were added in the Taoyuan lab.
To correspond to the government’s “National Vehicles Manufactured in Taiwan” policy, the rubber floor mat of the
Taoyuan Plant vigorous researched and developed and the test was passed; orders of automobile floor mats were
acquired by the “New Taipei City MRT Ankeng Light Rail Transportation System”.
The user’s license was acquired for the 55Timeless project in December 2018; the transfer of property rights and
house deliverywere carried out in January2019.
2019 In 2019, two sets of gas heat medium boilers that met the requirements of the environmental regulations were
added in the Taoyuan plant.
A spectrophotometric testingmachine for color matchingwas added in the lab in the Taoyuan lab.
2020 The M07 coal-carbon steam boilers were altered to use biomass fuels, to complete the 2020 industrial low-carbon
technology application subsidy program of the Industrial Development Bureau, Ministry of Economic Affairs.
“La Bella Vita” was completed in January, 2020.A series of matters in relation to handing over the
apartment to customers who have purchased the apartment in the pre-sale have been completed,
followed bythe sales of the completed apartment.

-14-

III. CORPORATE GOVERNANCE REPORT

  • I. Organizational System

  • II. Information on Directors, Presidents, Vice Presidents, Assistant Managers, and the chief of various departments and branches

  • III. Remuneration of Directors (Including Independent Directors), Supervisors, Presidents and Vice Presidents

  • IV. Implementation of Corporate Governance

  • V. Information Regarding the Company’s Audit Fees

  • VI. Change of CPA

  • VII. Any of the Company’s chairperson, president, or managerial officer in charge of finance or accounting held a position in the CPA’s firm or its affiliates in the most recent year

  • VIII. Changes in shareholding and shares pledged by directors, managerial officers and shareholders with 10% shareholdings or more in most recent year and as of the publication date of the annual report

  • IX. Top 10 shareholders who are related parties, spouses, or within second-degree of kinship to each other

  • X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly controlled entities on the same investee

-15-

III. CORPORATE GOVERNANCE REPORT

I. Organizational System Chart

  1. Organizational Structure

==> picture [476 x 380] intentionally omitted <==

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

Shareholders
Audit Committee
Board of Directors
Remuneration
Committee
Chairperson
Audit Office
President International Logistics
Center
Construction
Consultant Vice President
Department
Legal Affairs Office
Production Department
Management Development
(Taoyuan Plant)
Finance Accounting General Economic Marketing Technical Production
Affairs Information Division Division Division
----- End of picture text -----

-16-

2. Operation of Main Departments/Divisions:

Department/Division Operation
Audit Office Comprehensive management of drafting and implementing annual
audit plans
Inspection and reviews of the internal control system
Inspection of the implementation of Board of Directors’ meeting
agendas
Promotion of cooperate governance
Other inspection and reviews designated bythe competent authority
Legal Affairs Office Comprehensive management of contract reviews
Handling of litigation cases
Planningof legal support
Construction
Department
Comprehensive management of the development and constructions of
real estates
Matters in relation to commission of construction,leases and sales
International Logistics
Center
Management of logistics and warehouses
Marketing Division Comprehensive management of sales services
Collection of market information
Development of domestic and overseas market
Customer service and execution of salesplans
Production Division Comprehensive management of matters in relation to production,
qualitycontrol,etc.
Technology Division Comprehensive management of matters in relation to R&D, design,
etc.
Management
Department
Comprehensive management of matters in relation to company
financial scheduling, capital management, investment management,
stock affairs, HR, accounting, costs, general affairs, information,
Board of Directors,etc.

-17-

II. Background information of directors, president, Vice Presidents, assistant managerial officers, and the chief of various departments and branches:

(I) Information on Directors: book closure: April 13, 2021

Title(Note
1)
Nationality
or Place of
Registration
Name Gender Date
Elected
Term
of
office
Date First
Elected
(Note 2)
Shareholding When Elected Shareholding When Elected Current Shareholding Current Shareholding Shares Currently Being
Held by Spouse and
Underage Children
Shares Currently Being
Held by Spouse and
Underage Children
Shares Held by Proxy Shares Held by Proxy Main Career (Academic)
Achievements (Note 3)
Current Concurrent
Positions in the
Company and Other
Companies
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Remarks
(Note 4)
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number
of
Shares
Shareholding
Percentage
Title Name Relation
Chairperson Republic of
China
Hsu Zhen-Tsai Male June 5,
2019
3
years
November
5, 1981
3,389,588 0.97% 3,389,588 0.97% 1,005,200 0.29% 0 0% Dropped out of Universi
of San Francisco
Chairperson of Banji
Development Co., L
Ho and
Hohe Construction C
Ltd.
Chairperson of
Shanghai Ruifu
Property Developme
Co.,Ltd.

t


Director and
President
Representative
of juristic-
person
director

Hsu
Zhen-
Ji
Hsu
Zhen-
Xin
Brother
Brother
None
Director and
President
Republic of
China
Hsu Zhen-Ji Male June 5,
2019
3
years
June 12,
1989
1,947,781 0.56% 1,947,781 0.57% 0 0% 0 0% Tamkang University
MBA, University of
Tennessee
EMBA, International
Business, National
Taiwan University
Chairperson of
Ruifu Development
Co., Ltd.
Chairperson
Representative
of juristic-
person
director

Hsu
Zhen-
Tsai
Hsu
Zhen-
Xin
Brother
Brother
None
Director Republic of
China
Hallmark Int'l
Co.,Ltd.
Not
applicable
June 5,
2019
3
years
June 15,
2007
2,161,988 0.62% 2,161,988 0.63% 0 0% 0 0% None None None None None None
Juristic-
person
representative
of director
Republic of
China
Representative
of Hallmark Int'l
Co., Ltd.: Hsu
Zhen-Xin
Male June 5,
2019
3
years
June 12,
1989
0 0.00% 2,754,912 0.80% 0 0% 0 0% Fu Jen Catholic
University
Chairperson of
Ruifu Investment
Co., Ltd., Hallmark
Int'l Co., Ltd.,
Quanxinfeng Co.,
Ltd.
Chairperson
Director and
President
Hsu
Zhen-
Tsai
Hsu
Zhen-
Ji
Brother
Brother
None
Director Republic of
China
Ruifu
Construction
Co.,Ltd.
Not
applicable
June 5,
2019
3
years
June 7,
2016
33,362,754 9.53% 34,070,754 9.95% 0 0% 0 0% None None None None None None
Juristic-
person
representative
of director
Republic of
China
Representative
of Ruifu
Construction
Co., Ltd.: Hsu
Wei-Zhi
Male June 5,
2019
3
years
June 15,
2007
0 0.00% 4,597 0.00% 64,800 0.02% 0 0% Master, Architecture in
Urban Design, Harvard
University, USA
Master, Architecture,
University of
California, Berkeley
Adjunct Lecturer,
Department of
Architecture Institute,
TamkangUniversity
Architect, Hsu
Wei-Zhi Law Firm
Adjunct Lecturer,
Department of
Architecture
Institute, Tamkang
University
None None None None
Director Republic of
China
Hohe
Construction
Co.,Ltd.
Not
applicable
June 5,
2019
3
years
June 7,
2016
11,871,726 3.39% 13,586,726 3.97% 0 0% 0 0% None None None None None None
Juristic-
person
representative
of director
Republic of
China
Representative
of Hohe
Construction
Co., Ltd.: Lin
Kun-Rong
Male June 5,
2019
3
years
June 15,
2007
0 0.00% 24,300 0.01% 0 0% 0 0% MBA, Department of
Business
Administration, Taipei
University
Chairperson of
Yingcheng
Construction Co.,Ltd.
Chairperson of
Yingcheng
Construction Co.,
Ltd.
None None None None

-18-

Title(Note
1)
Nationality
or Place of
Registration
Name Gender Date
Elected
Term
of
office
Date First
Elected
(Note 2)
Shareholding When Elected Shareholding When Elected Current Shareholding Current Shareholding Shares Currently Being
Held by Spouse and
Underage Children
Shares Currently Being
Held by Spouse and
Underage Children
Shares Held by Proxy Shares Held by Proxy Main Career (Academic)
Achievements (Note 3)
Current Concurrent
Positions in the
Company and Other
Companies
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Other Managers, Directors or
Supervisors Who are Spouses or
within Second-Degree of Kinship
to Each Other
Remarks
(Note 4)
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number
of
Shares
Shareholding
Percentage
Title Name Relation
None None
Independent
director
Republic of
China
Xiao Sheng-
Xian
Male June 5,
2019
3
years
June 7,
2016
0 0.00% 0 0.00% 0 0% 0 0% Doctor, Laws, University of
International Business and
Economics
Master, Laws, Soochow
University
Bachelor, Commerce,
National Taiwan University
Director, Jianhe
Accounting Firm
Senior Advisor, Myriad
Attorney at Law
Member of Mediation
Committee, Civil
Division, Taipei District
Court
Independent director,
APEX Science &
EngineeringCorp.
None None None None
Independent
director
Republic of
China
Chen Zhu-Sheng Male June 5,
2019
3
years
June 7,
2016
0 0.00% 0 0.00% 0 0% 0 0% Master, Labor Research
Institute, Chinese Culture
University
Vice chairperson, Taipei
Employment Service
Institute Association
President, Fullens Co.,
Ltd.
Secretary General,
Chung Hua Nursing and
FamilyServices
None None None None
Independent
director
Republic of
China
Wu Chun-
Lai
Male June 5,
2019
3
years
June 5,
2019
0 0.00% 0 0.00% 0 0% 0 0% Doctor, Management,
Shanghai Jiao Tong
University
Master, Department of Public
Administration, National
Chengchi University
General Consultant, Jet-
Go Consulting Group
Deputy Chief Executive
Officer, Taiwan Active
Aging Association
None None None None

Note 1: If a juristic-person shareholder, please list its name and the representative's name (if the representative of a juristic-person shareholder, please indicate the name of the juristic-person shareholder) and fill in Table 1 below. Note 2: Please fill in the time of assuming the Company’s director or supervisor position for the first time. If there is any interruption, please indicate.

Note 3: Experience related to the current position. If the person has worked for the Company's CPA firm or affiliates in the aforementioned period, please describe the titles and responsibilities.

Note 4: Where the chairperson of the Board of Directors and the president or person of an equivalent post (the highest level managerial officer) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (for example: method of increase the number of independent directors with a majority of the directors not serving as an employee or managerial officer): None.

-19-

Table 1: Major shareholders of juristic-person shareholders:

Table 1: Major shareholders of juristic-person shareholders:
Book closure: April 13,2021
Name of juristic-person shareholder (Note
1)

Major shareholders of the juristic-person shareholder (Note 2)
Ruifu Construction Co., Ltd. Hsu Zhen-Tsai (81.99%) Ascend Gear International Inc. (18%)
Hohe Construction Co., Ltd. Formosan Rubber Group Inc.(26.2%) Hsu Zhen-Tsai (21.25%) Ruifu Construction Co., Ltd. (18.99%)
Ascend Gear International Inc. (10.15%) Kuancheng International Inc. (3.67%) Chengxi Investment
Co., Ltd. (3.51%) Hsu Mei-Ling (2.68%) Hsu Zhen-Ji (2.53%) Hsu Mei-Zhi (2.43%) Hsu Guo-Yue-Gui
(2.32%)
Hallmark Int'l Co., Ltd. Hsu, Zhen-Xin(84.1%); Li, Yue-Ling (12.5%); Hsu, Chi-Wen (1.7%); Hsu, Hsiu Ming (1.7%)

Note 1:If the Director is the representative of a juristic-person shareholder, please fill in the name of the juristic-person shareholder. Note 2:Please fill in the name of the major shareholder of the juristic-person shareholder (top 10 in shareholding) and the shareholding ratio. If the major shareholder is a juristic-person shareholder, please also fill in Table 2.

Table 2: Major shareholders of the major shareholders in Table 1 who are juristic-person shareholders

Name of the juristic-person
(Note 1)
Major shareholders of the juristic-person shareholder(Note 2)
Formosan Rubber Group Inc. Ruifu Construction Co., Ltd. (9.95%) Chengxi Investment Co., Ltd. (5.11%); Ascend Gear International Inc.
(4.99%); Hohe Construction Co., Ltd. (3.97%); Hsu Mei-Lun (2.80%); Quanxinfeng Co., Ltd. (2.61%); Citi
(Taiwan) Commercial Bank is entrusted with the custody of the Norges Bank Investment (1.43%); Ren-Yu
Investment Limted (1.26%); JPMorgan Chase Bank Taipei Branch is entrusted with the custody of Vanguard Group
CompanyManager's Vanguard Global Market Stock Index Fund(1.19%);He,Ming-Chuan(0.99%)
Ruifu Construction Co., Ltd. Hsu Zhen-Tsai (81.99%) Ascend Gear International Inc. (18%)
Chengxi Investment Co., Ltd. Hsu Zhen-Ji (99.5%); Yang Xun-Wen (0.2%); Hsu, Ru-Yi (0.15%); Hsu Zhen-Tsai (0.15%)
Kuancheng International Inc. Hsu, Cheng-Tai (88.26%); Hsu-Lin Chin-Rong (11.73%); Lin, Chin-Hua (0.007%); Lin-Tsai Su-Ai (0.007%)
Ascend Gear International Inc. Hsu Zhen-Tsai (64%) Chen Hui-Jin (36%)

Note 1: If the major shareholder in Table 1 is a juristic-person shareholder, please fill in their name.

Note 2: Please fill in the name of the juristic-person shareholder’s major shareholder (top 10 in shareholding) and the shareholding ratio.

-20-

Information of Directors (II)

April 13, 2021

Conditions
Name
(Note 1)

Meet the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience

Meet the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience

Meet the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Number of
Other Public
Companies
in Which the
Individual is
Concurrently
Serving as
an
Independent
Director
Lecturer or above in
commerce, law,
finance, accounting
or subjects required
by the business of
the Company in
public or private
colleges or
universities
Judge, public prosecutor,
attorney-at-law, certified
public accountant, or other
professional or technical
specialist who has passed a
national examination and
been awarded a certificate in
a profession necessary for
the business of the
Company.
Required
working
experience in
commerce, law,
finance,
accounting or
other fields
required by the
business of the
Company
1 2 3 4 5 6 7 8 9 10 11 12
Hsu Zhen-Tsai None None V V V V V V V V V 0
Hsu Zhen-Ji None None V V V V V V V V V 0
Hsu Zhen-Xin
(Representative of
Hallmark Int'l Co.,
Ltd.)

None
None V V V V V V 0
Hsu Wei-Zhi
(Representative of
Ruifu
Construction Co.,
Ltd.)
Yes Yes V V V V V V V V V 0
Lin Kun-Rong
(Representative of
Hohe
Construction Co.,
Ltd.)
None None V V V V V V V V V V 0
He Min-Chuan None None V V V V V V V V V V V V 0
Xiao Sheng-Xian None Yes V V V V V V V V V V V V V 1
Chen Zhu-Sheng None None V V V V V V V V V V V V V 0
Wu Chun-Lai None None V V V V V V V V V V V V V 0

Note 1: Adjust the number of columns as needed.

Note 2: A “V” is placed in the box if the director or supervisor met the following conditions at any time during active duty and two years prior to the date elected.

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

  • (2) Not a director or supervisor of an affiliate of the Company. (However, this restriction does not apply in cases where the person is an independent director of the Company, its parent or subsidiary or a subsidiary of the same parent established in pursuant to this law or local laws).

  • (3) Not a natural-person shareholder or holder of shares, together with those held by a spouse, minor children, or held by the person under other names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranking within the top 10 in holdings.

  • (4) Not a managerial officer listed in criteria (1) or a spouse, relative of second degree, or direct kin of third degree or closer to persons not qualified for criteria (2) and (3).

  • (5) Not a director, supervisor, or employee of a juristic-person shareholder that directly holds 5% or more of the total number of issued shares of the company or of a juristic-person shareholder that ranks among the top five in shareholdings according to Paragraph 1 or Paragraph 2 Article 27 of the Company Act (the same does not apply, however, 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, holding a majority of the company's director seats or voting shares and those of any other company are controlled by the same person (the same does not apply, however, in cases where the person is an independent director of the company or its parent company, any subsidiary, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (7) Not the same person with the company’s director, general manager, or person of an equivalent post or of a specified company or institution’s director, supervisor, or officer (the same does not apply, however, in cases where the person is an independent director of the company or its parent company, 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, supervisor, managerial officer, or shareholder holding more than 5% of a specified company or institution that has a financial or business relationships with the company (the same does not apply, to certain companies or institutions holding more than 20% of the total issued shares of the Company, but no more than 50% and to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting, or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative remuneration exceeding NT$500,000, or a spouse thereof. This restriction does not apply to a member of the salary and 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 or related laws or regulations.

  • (10) Not a spouse or relative of second degree or closer to any other directors.

  • (11) Not under any circumstances as stipulated in Article 30 of Company Law.

  • (12) Not elected as a government or corporate representative according to Article 27 of The Company Act.

-21-

(II) Information on Presidents, Vice Presidents, Assistant Managers, and the chief of various departments and branches:

Book closure: April 13, 2021

Title (Note
1)
Nationality Name Gender Date Elected Shareholding Shareholding Shares Held by Spouse
and Underage Children
Shares Held by Spouse
and Underage Children
Shares Held by Proxy Shares Held by Proxy Main Career (Academic)
Achievements (Note 2)
Current Concurrent
Positions in Other
Companies
Managerial Officers Who are
Spouses or Within Second-Degree
of Kinship to Each Other
Managerial Officers Who are
Spouses or Within Second-Degree
of Kinship to Each Other
Managerial Officers Who are
Spouses or Within Second-Degree
of Kinship to Each Other
Remarks
(Note 3)
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage

Number
of
Shares
Shareholding
Percentage
Title Name Relation
President Republic
of China
Hsu Zhen-
Ji
Male June 5, 2019 1,947,781
0.57%

0

0%

0

0%

Tamkang University
MBA, University of Tennessee
EMBA, International Business,
National Taiwan University
President of Formosan Rubber Group
Inc.
Chairperson of Ruifu
Development Co., Ltd.
Director
and
Special
Assistant
Hsu Zhen-
Xin
Brother None
Director and
Special
Assistant
Republic
of China
Hsu Zhen-
Xin
Male July 4, 2014 2,754,912
0.80%

0

0%

0

0%

Fu Jen Catholic University
Chairperson of Hallmark Int'l Co.,
Ltd.
Chairperson of Quanxinfeng Co., Ltd.
Chairperson of Ruifu
Investment Co., Ltd.,
Hallmark Int'l Co.,
Ltd., Quanxinfeng Co.,
Ltd.
President Hsu Zhen-
Ji
Brother None
Vice
President
Republic
of China
Jiang Rui-
Tang
(Note 4)
Male 81.02.01 129,357
0.04%

0

0%

0

0%

National Taiwan University
Vice president of Formosan Rubber
GroupInc.
Director of Ruifu
Development Co., Ltd.
None None None None
Chief
financial
officer
Republic
of China
Lin Shi-
Zhe
Male July 1, 2007 35,640
0.01%

0

0%

0

0%

Master, National Taiwan University
President of East Asia Trusted Co.,
Ltd.
Manager of the Management
Department of Formosan Rubber
GroupInc.
None None None None None
Managerial
Officer
Republic
of China
Hsiao
Zheng-
Zhong
Male January 1,
1998
10,418
0.00%

0

0%

0

0%

Lunghwa University of Science and
Technology
Manager of Production Development
of Formosan Rubber GroupInc.
Supervisor of Banjian
Development Co., Ltd.
None None None None
Managerial
Officer
Republic
of China
Huang
Hui Xian
Female March 1, 2010 1,620
0.00%

0

0%

0

0%

Vanung University
EMBA National Tsing Hua University
Manager of the Warehouse
Department Formosan Rubber Group
Inc.
None None None None None
Internal Audit
Officer
Republic
of China
Ou, Chia-
Bao
Male January 1,
2021
71,923
0.02%

0

0

0

0%

Aletheia University
Deputy Manager, Taipei Branch,
Citibank
Ban Chien
Development Co., Ltd.
Internal Audit Officer
None None None None
Chief
accounting
officer
Republic
of China
Shi Ming-
De
Male February 1,
2010
0
0.00%

0

0%

0

0%
National Taipei University
Chief of KPMG Taiwan
None None None None None

Note 1: It shall include information on president, Vice Presidents, assistant vice president, all departments and branch regardless of the title, and any position equivalent to general manager, vice general manager or associate manager Note 2: Experience related to the current position. If the person has worked for the Company's CPA firm or affiliates in the aforementioned period, please describe the titles and responsibilities. Note 3: Where the president or person of an equivalent post (the highest level managerial officer) and the chairperson of the Board of Directors and the of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (for example: method of increase the number of independent directors with a majority of the directors not serving as an employee or managerial officer) shall be disclosed: None.

Note 4: Mr. Jiang Rui-Tang retired on March 1, 2021.

-22-

III. Remuneration of Directors (Including Independent Directors), Presidents and Vice Presidents

(1-1) Remuneration to Directors (including Independent Directors) (Individual disclosure of names and remuneration) Unit: NT$

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 as a percentage of net
income (Note 10)
The sum of A, B, C and
D as a percentage of net
income (Note 10)
Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee Remuneration as Companyemployee The sum of A, B, C, D,
E, F, and G as a
percentage of net income
(Note 10)
The sum of A, B, C, D,
E, F, and G as a
percentage of net income
(Note 10)
Remuneration
from investees
other than
subsidiaries
(Note 11)
Remuneration (A) (Note 2)
Pension (B)
Directors’ remuneration
(C) (Note 3)
Fees for services
rendered (D) (Note 4)
Salaries, bonuses, special
allowances, etc. (E)
(Note 5)
Pension (F) Employee remuneration (G) (Note 6)
The
Company
All companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The
Company
All
companies
included in
the financial
reports (Note
7)
The Company All companies
included in the
financial reports
(Note 7)
The
Company
All
companies
included in
the financial
reports (Note
7)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Chairperson Hsu Zhen-Tsai 11,631,900
11,631,900

0

0
2,372,750
2,372,750

108,000

108,000

1.57%

1.57%

0

0

0
0
0

0

0

0

1.57%

1.57%
0
Director and
President
Hsu Zhen-Ji 675,000
675,000

0

0
1,423,650
1,423,650

108,000

108,000

0.24%

0.24%
6,670,400
6,670,400

0
0 520,500
0
520,500
0

1.04%

1.04%
0
Director and
Special
Assistant
Hallmark Int'l
Co.,Ltd.
0
0

0

0
1,423,650
1,423,650

0

0

0.16%

0.16%

0

0

0
0
0

0

0

0

0.16%

0.16%
0
Juristic-person
representative:
Hsu Zhen-Xin
675,000
675,000

0

0

0

0

108,000

108,000

0.09%

0.09%
6,511,531
6,511,531

0
0 520,500
0
520,500
0

0.87%

0.87%
0
Director Ruifu
Construction
Co.,Ltd.
0
0

0

0

949,100

949,100

0

0

0.11%

0.11%

0

0

0
0
0

0

0

0

0.11%

0.11%
0
Juristic-person
representative:
Hsu Wei-Zhi
675,000
675,000

0

0

0

0

108,000

108,000

0.09%

0.09%

0

0

0
0
0

0

0

0

0.09%

0.09%
0
Director Hohe
Construction
Co.,Ltd.
0
0

0

0

949,100

949,100

0

0

0.11%

0.11%

0

0

0
0
0

0

0

0

0.11%

0.11%
0
Juristic-person
representative:
Lin Kun-Rong
675,000
675,000

0

0

0

0

108,000

108,000

0.09%

0.09%

0

0

0
0
0

0

0

0

0.09%

0.09%
0
Director He Min-Chuan 675,000
1,227,000

0

0

949,100

949,100

108,000

108,000

0.19%

0.25%

0

0

0
0
0

0

0

0

0.19%

0.25%
0
Independent
director
Xiao Sheng-
Xian
675,000
675,000

0

0

474,550

474,550

108,000

108,000

0.14%

0.14%

0

0

0
0
0

0

0

0

0.14%

0.14%
0
Independent
director
Chen Zhu-
Sheng
675,000
675,000

0

0

474,550

474,550

108,000

108,000

0.14%

0.14%

0

0

0
0
0

0

0

0

0.14%

0.14%
0
Independent
director
Wu Chun-Lai 675,000
675,000

0

0

474,550

474,550

108,000

108,000

0.14%

0.14%

0

0

0
0
0

0

0

0

0.14%

0.14%
0
1. Please describe the independent directors’ remuneration policy, system, standards, and structure, and explain the factors including the independent directors’ duties, risks, and invested time connecting to the remunerat
the participating degree and contribution the directors and independent directors have on the Company’s operation as well as taking reference from Taiwan and overseas remuneration standards.
2. Remuneration received bydirectors forprovidingservice to anycompanyincluded in the financial statements(e.g. consultancyservice without the title of an employee)in the lastyear,except those disclosed in the ab
ion amount: The remuneration of the directors and independent directors is based on
ove table: None.

Note: (1)The salary of the chairperson’s driver totaled NT$870,721; the salary of the chairperson’s bodyguard totaled NT$30,400 (2) The salary of the president’s driver totaled NT$727,619.

-23-

Remuneration bracket table

Remuneration bracket table Remuneration bracket table
Remunerations to individual directors in respective brackets along the
remuneration scale
Name of director
Total remuneration(A+B+C+D) Total remuneration(A+B+C+D+E+F+G)
The Company (Note 8) All companies included in the financial
reports
(Note 9)H
The Company (Note 8) All companies included in the financial
reports
(Note 9)I
Below NT$1,000,000 3
Hsu Zhen-Xin, Hsu Wei-Zhi, Lin Kun-Rong
3
Hsu Zhen-Xin, Hsu Wei-Zhi, Lin Kun-Rong
2
Hsu Wei-Zhi, Lin Kun-Rong
2
Hsu Wei-Zhi, Lin Kun-Rong
NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive) 4
He Min-Chuan, Xiao Sheng-Xian, Chen Zhu-Sheng, Wu Chun-
Lai
3
Xiao Sheng-Xian, Chen Zhu-Sheng, Wu
Chun-Lai
4
He Min-Chuan, Xiao Sheng-Xian, Chen Zhu-Sheng, Wu
Chun-Lai
3
Xiao Sheng-Xian, Chen Zhu-Sheng, Wu
Chun-Lai
NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive) 1
Hsu Zhen-Ji
2
Hsu Zhen-Ji,He Min-Chuan
1
He Min-Chuan
NT$3,500,000(inclusive)- NT$5,000,000(exclusive)
NT$5,000,000 (inclusive) - NT$10,000,000 (exclusive) 2
Hsu Zhen-Ji,Hsu Zhen-Xin
2
Hsu Zhen-Ji,Hsu Zhen-Xin
NT$10,000,000 (inclusive) - NT$15,000,000 (exclusive) 1
Hsu Zhen-Tsai
1
Hsu Zhen-Tsai
1
Hsu Zhen-Tsai
1
Hsu Zhen-Tsai
NT$15,000,000(inclusive)- NT$30,000,000(exclusive)
NT$30,000,000(inclusive)- NT$50,000,000(exclusive)
NT$50,000,000(inclusive)- NT$100,000,000(exclusive)
Above NT$100,000,000
Total 9 9 9 9
  • Note 1: Directors' names are presented separately (for juristic-person shareholders, the name of the juristic-person shareholder and its representatives are stated separately), whereas the amount of benefits and allowances are presented in aggregate sums. Any

  • directors who co-headed the President or Vice President positions are disclosed in this table and in Table (3-1) or (3-2) below.

  • Note 2: Refers to director's remuneration in the last year (including salaries, allowances, severance pay, various bonuses and incentives, etc.)

Note 3: Represents the amount of directors’ remuneration that the Board has proposed as part of the latest earnings appropriation.

  • Note 4: Refers to remuneration to directors for services rendered (including travel, special allowances, various subsidies, accommodation, corporate vehicle and other in-kind benefits). Where housing, cars, vehicles, or personal allowances were granted, the nature and

  • cost of assets, the rental rates (calculated based on actual or fair value), cost of petrol and other subsidies are also disclosed. Where personal drivers were allocated, please make a footnote disclosure explaining the amount of salaries made to drivers, but do not count them as part of the remuneration paid to the above benefits.

  • Note 5: Refers to any salaries, allowances, severance pay, bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, vehicles and in-kind benefits that the director received in the last year for assuming the role of a company employee (such as President, Vice President, managerial officer or other employee). Where housing, cars, vehicles, or personal allowances were granted, the nature and cost of assets, the rental rates (calculated based on actual or fair value), cost of petrol and other subsidies are also disclosed. Where personal drivers were allocated, please make a footnote disclosure explaining the amount of salaries made to drivers, but do not count them as part of the remuneration paid to the above benefits. Part of the salary expense was recognized according to IFRS2 - "Share-based Payment." Amounts including employee stock options, restricted employee shares and subscription to cash issues are treated as remuneration.

  • Note 6: Refers to any remuneration that the director has received (in cash or in shares) in the last year for assuming the role of an employee (such as President, Vice President, managerial officer or other employees). The amount of employee remuneration proposed by the Board of Directors in the last year has been disclosed (where the amount could not be estimated, the actual amount paid in the last year was presented instead). Table 1-3 has also been completed for reference.

  • Note 7: The disclosure includes all companies covered by the consolidated financial statements (including the Company), and represents total amount of remuneration paid by all companies above to the Company's directors.

Note 8: The amount of remuneration paid by the Company to each director has been disclosed in ranges.

  • Note 9: The details represent the range of remuneration paid by the consolidated entity (including the Company) to each director.

  • Note 10: Net income refers to the amount of profit shown in the latest financial reports of the consolidated/standalone entity; If International Financial Reporting Standards (“IFRS”) has been adopted, Net Income is the after-tax profit in the consolidated financial

  • statement in the most recent years.

-24-

Note 11: a. This field represents all forms of remuneration that directors received from the Company's invested businesses other than subsidiaries.

  • b. For directors who received remuneration from invested businesses other than subsidiaries, amounts received from these invested businesses have been added to column I of the remuneration brackets table. In which case, column I will be renamed "All investees".

c. Remuneration refers to any returns, remuneration (including remuneration received as an employee, director and supervisor) and professional service fees which the director received for serving as directors, supervisors or managerial officers in invested businesses other than subsidiaries.

  • The basis of remuneration disclosed above is different according to the basis of the Income Tax Act; hence the above table has been prepared solely for information disclosure, and not for tax purpose.

(2-1)Supervisors’ remuneration: The Company has adopted the Audit Committee, so this is not applicable.

(3-1) Remuneration to Presidents and Vice Presidents (individual disclosure by name and amount) Unit: NT$

Name Remuneration (A) (Note 2) Pensi on (B) Bonuses, special allowances,
etc. (C) (Note 3)
Bonuses, special allowances,
etc. (C) (Note 3)
Employee remune Employee remune ration (D) (Note 4) ration (D) (Note 4) The sum of A, B, C and D as a
percentage of net income (%)
(Note 8)
The sum of A, B, C and D as a
percentage of net income (%)
(Note 8)
Remuneration from the
investees other than
subsidiaries or parent
company (Note 9)
The Company All companies
included in the
financial
reports (Note
5)
The Company All companies
included in the
financial
reports (Note
5)
The Company All companies
included in the
financial
reports (Note
5)
The Company All companies included in the
financial reports(Note 5)
The Company All companies
included in the
financial
reports (Note
5)
Cash amount Stock amount Cash amount Stock amount
President Hsu Zhen-Ji 3,132,500 3,132,500 0 0 3,537,900 3,537,900 520,500 0 520,500 0 0.80% 0.80% 0
Director and Special Assistant Hsu Zhen-Xin 3,007,200 3,007,200 0 0 3,504,331 3,504,331 520,500 0 520,500 0 0.78% 0.78% 0
Vice President Jiang Rui-Tang
(Note 10)
2,263,520 2,263,520 108,000 108,000 3,489,557 3,489,557 520,500 0 520,500 0 0.71% 0.71% 0

Note 10: Mr. Jiang Rui-Tang retired on March 1, 2021.

Remuneration bracket table

Range of remunerations to the President and Vice Presidents Name o f President and Vice Presidents
The Company (Note 6) All companies included in the financial reports(Note 7)E
Below NT$1,000,000
NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive)
NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive)
NT$3,500,000 (inclusive) - NT$5,000,000 (exclusive)
NT$5,000,000 (inclusive) - NT$10,000,000 (exclusive) 3
Hsu Zhen-Ji,Hsu Zhen-Xin,JiangRui-Tang
3
Hsu Zhen-Ji,Hsu Zhen-Xin,JiangRui-Tang
NT$10,000,000 (inclusive) - NT$15,000,000 (exclusive)
NT$15,000,000 (inclusive) - NT$30,000,000 (exclusive)
NT$30,000,000 (inclusive) - NT$50,000,000 (exclusive)
NT$50,000,000 (inclusive) - NT$100,000,000 (exclusive)
Above NT$100,000,000
Total 3 3

-25-

Note 1: The names of President and Vice Presidents are required to be presented separately; the amount of payments made can be presented in aggregate sums. Any directors who co-headed the President or Vice President positions are disclosed in this table and in Table (1-1) or (1-2) below. Note 2: Refers to salaries, allowances, and severance pay made to the President and Vice Presidents in the last year.

  • Note 3: Refers to other compensations such as bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicle or other in-kind benefits made to the President and Vice Presidents. Where housing, cars, vehicles, or personal allowances were granted, the nature and cost of assets, the rental rates (calculated based on actual or fair value), cost of petrol and other subsidies are also disclosed. Where personal drivers were allocated, please make a footnote disclosure explaining the amount of salaries made to drivers, but do not count them as part of the remuneration paid to the above benefits. Part of the salary expense was recognized according to IFRS2 - "Share-based Payment." Amounts including employee stock options, restricted employee shares and subscription to cash issues are treated as remuneration.

  • Note 4: Represents the amount of employee remuneration provided for the President and Vice Presidents (in cash or in shares), which the Board of Directors has proposed as part of the most recent earnings appropriation (where the amount could not be estimated, a calculation was made based on last year's payout ratio). Table 1-3 has been prepared in addition to the above details. Net income refers to the amount of profit shown in the latest financial reports of the consolidated/standalone entity. If International Financial Reporting Standards (“IFRS”) has been adopted, Net Income is the after-tax profit in the consolidated financial statement in the most recent years.

Note 5: The disclosure includes all companies covered by the consolidated financial statements (including the Company), and represents total amount of remuneration paid by all companies above to the Company's President and Vice Presidents. Note 6: The amount of remuneration made by the Company to its President and Vice Presidents has been disclosed separately in ranges.

Note 7: The disclosure includes the sum of amounts paid by the consolidated entity (including the Company) to the Company's President and Vice Presidents; the names of President and Vice Presidents have been disclosed separately in ranges.

Note 8: Net income refers to the amount of profit shown in the latest financial reports of the consolidated/standalone entity. If International Financial Reporting Standards (“IFRS”) has been adopted, Net Income is the after-tax profit in the consolidated financial statement in the most recent years. Note 9: a. This field represents all forms of remuneration that the President and Vice Presidents received from the Company's invested businesses other than subsidiaries.

  • b. For President and Vice Presidents who receive remuneration from invested businesses other than subsidiaries, the amount of remuneration from these invested businesses have been added to column E of the remuneration brackets table. In which case, Column E will be renamed "All investees".

  • c. Remuneration refers to any returns, remuneration (including remunerations received as an employee, director and supervisor) and professional service fees which the Company's President and Vice Presidents received for serving as directors, supervisors, or managerial officers in invested businesses other than subsidiaries.

  • The basis of remuneration disclosed above is different according to the basis of the Income Tax Act; hence the above table has been prepared solely for information disclosure, and not for tax purpose.

-26-

  • (4-1) Top 5 managers with the highest remuneration: Not applicable.

  • (I) Names of managerial officers who received employee remuneration

December 31,2020 December 31,2020
Title
(Note 1)
Name
(Note 1)
Stock amount Cash amount Total As a percentage of
net income (%)
Managerial Officer President Hsu Zhen-Ji 0 NT$3,795,700 NT$3,795,700 0.42
Director and Special
Assistant

Hsu Zhen-Xin
Vice President JiangRui-Tang
Managerial Officer Hsiao Zheng-
Zhong
Chief financial
officer
Lin Shi-Zhe
Managerial Officer Huang Hui
Xian
Chief accounting
officer
Shi Ming-De

Note 1: Names and titles have been disclosed separately, whereas the amount of remuneration has been disclosed in aggregate.

Note 2: Represents the amount of employee remuneration provided for the managerial officers (in cash or in shares), which the Board of Directors has proposed as part of the most recent earnings appropriation (where the amount could not be estimated, a calculation was made based on last year's payout ratio). Net income refers to the amount of profit shown in the latest financial reports of the consolidated/standalone entity. If International Financial Reporting Standards (“IFRS”) has been adopted, Net Income is the after-tax profit in the consolidated financial statement in the most recent years.

  • Note 3: Pursuant to FSC Letter No. Tai-Tsai-Cheng-3-0920001301 dated March 27, 2003; the role of managerial officer covers the following positions: (1) President or other equivalent position.

  • (2) Vice President or other equivalent position.

  • (3) Assistant Vice President or other equivalent position.

  • (4) Chief of Finance Department

  • (5) Chief of Accounting Department

  • (6) Others with the right to manage affairs and sign for the Company

Note 4: Directors, President and Vice Presidents who receive employee remuneration (in cash or in shares) shall have details disclosed in this table in addition to Table 1-2.

  • (II) Analysis of remuneration paid to Directors, Supervisors, Presidents and Vice Presidents by the Company and all consolidated entities in the recent 2 years as a percentage of net income in the parent company only or individual financial statements and explanation on remuneration policy, standards and composition, procedures and the correlation with operation performance and future risks.
Name Ratio of 2020 total remuneration to net income Ratio of 2020 total remuneration to net income Ratio of 2019 total remuneration to net
income
Ratio of 2019 total remuneration to net
income
The Company Al companies in consolidated
reports

The Company
Al companies in
consolidated reports
Director 4.65% 4.71% 6.87% 6.91%
Supervisor
(On June 5, 2019, the Audit
Committee was established to replace
supervisors)
0% 0% 0.19% 0.25%
President and Vice
Presidents
2.29% 2.29% 3.79% 3.79%
  • (1) The fixed remuneration of the directors and supervisors is authorized to the Board of Directors to determine based on the degree of involvement and value of contribution in the Company's operations. The Company also takes references from peers.

  • (2) The salary structures of Presidents and Vice Presidents are basic salary, job allowance, food allowance and bonuses are distributed based on the annual operating performance.

-27-

IV. Implementation of Corporate Governance:

(I) Functionality of the Board of Directors

A total of 11 meetings (A) were held in the previous year (January 1, 2020 to March 19, 2021); below are the attendance records:

Title Name (Note 1) Actual Attendance
B
Proxy Attendance Percentage of actual (proxy)
attendance (%) [B/A] (Note
1)
Remarks
Chairperson Hsu Zhen-Tsai 11 0 100%
Director Hsu Zhen-Ji 11 0 100%
Director Hallmark Int'l Co., Ltd.
Representative: Hsu Zhen-Xin
11 0 100%
Director Ruifu Construction Co., Ltd.
Representative: Hsu Zhen-Ji
11 0 100%
Director Hohe Construction Co., Ltd.
Representative: Lin Kun-Rong
11 0 100%
Director He Min-Chuan 11 0 100%
Independent
director
Xiao Sheng-Xian 11 0 100%
Independent
director
Chen Zhu-Sheng 11 0 100%
Independent
director
Wu Chun-Lai 11 0 100%
Other information required:
I. For Board of Directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and
how the company has responded to such opinions:
(I)
Matters listed in Article 14-3 of the Securities and Exchange Act:
1. Motion of fees for appointed CPAs proposed on the 8th meeting of the 20th board on March 20, 2020.
Content: The Company’s current appointed CPAs are Zhou Yin-Lai and Wu Xin-Liang of Baker Tilly Clock & Co. It was proposed to sign the
appointment contract with Baker Tilly Clock & Co. The motion was approved by the Audit Committee through a discussion on March 20. The motion
was passed without objections after the chair consulted with all attending directors and the independent directors expressed no other opinions.
2. Motion where the Company sold units in “La Bella Vita” project in Taichung to related parties discussed in the 11th meeting of the 20th board on July
17, 2020.
Content: Ms. Hsu Mei-Chi intended to purchase the unit and the parking space No. 64 at No. 100, Huizhong Road, Section 1, Taichung City (the
company holds 27.25%). Ms. Hsu is a relative within the 2nd degree kinship of the chairman and thus it is a transaction with related party. The case has
been discussed and approved by the Audit Committee on July 17.
The chair recused himself as he is a related party; Independent Director, Xiao Sheng-Xian, was appointed as the deputy chair. Three directors, Hsu
Zhen-Ji, Hsu Zhen-Xin and Hsu Zhen-Tsai, recused themselves from discussion and voting due to conflict of interest, as required by laws. The
remaining six directors unanimously approved.
3. Motion of hiring audit officers and consultant proposed on the 15th meeting of the 20th board on December 25, 2020.
Contents: (1) The Company intends to appoint Mr. Ou Jia-bao as the new audit officer. He has served as the Company’s financial officer and advisor to
the Board of Directors. He has sufficient academic and industrial experience and complies with the qualifications issued by the FSC; the former audit
officer, Liu Wen-zheng, retired on December 31, 2020, and it was proposed to appoint him as a consultant. (2) It is proposed to re-appoint attorney Tsai
Zhengting, Esq. from Chen, Tsai & Partners as legal counsel.
The motion was approved by the Audit and Remuneration Committees on December 25. The motion was passed without objections after the chair
consulted with all attending directors and the independent directors expressed no other opinions.
4. Motion of assigning a director to the subsidiary ( Ban Chien) proposed on the 16th meeting of the 20th board on January 29, 2021.
Content: Due to the retirement of Vice President, Jiang Rui-Tang, it is intended to assign him as the director to the subsidiary (Ban Chien), as well as
arrange him to be the Vice Chairperson of the subsidiary (Ban Chien) (Elected by the board of the subsidiary (Ban Chien))
The motion title was revised to “Motion of assigning a director to the subsidiary (Ban Chien) and his remuneration.” The motion was passed without
objections after the chair consulted with all attending directors and the independent directors expressed no other opinions.
5. Motion of assigning the spokesperson and deputy spokesperson proposed on the 16th meeting of the 20th board on January 29, 2021.
Content: Due to the retirement of Vice President, Jiang Rui-Tang, it is intended to assign Lin Shi-Zhe to replace him as the spokesperson, and Cheng Sheng-Yuan as
the deputy spokesperson.
The motion was passed without objections after the chair consulted with all attending directors and the independent directors expressed no other
opinions.
6. Motion of fees for appointed CPAs proposed on the 17th meeting of the 20th board on March 19, 2021.
Content:
The Company’s current appointed CPAs of Baker TillyClock & Co. It wasproposed to sign the appointment contract with Baker TillyClock & Co. The

-28-

motion was approved by the Audit Committee through a discussion on March 19. The motion was passed without objections after the chair consulted with all attending directors and the independent directors expressed no other opinions. 7. Motion of intended CPAs adjustment by Baker Tilly Clock & Co. proposed on the 17th meeting of the 20th board on March 19, 2021. Content: The Company’s current financial statement audit is commissioned to the CPAs, Zhou Yin-Lai and Wu Xin-Liang of Baker Tilly Clock & Co. Baker Tilly Clock & Co. informed in writing that due to the internal organizational changes and job deployment, it was intended to have Zhou Yin-Lai and Lai Yung-Ji to handle the certification of 2021 Q1 financial statements. The motion was approved by the Audit Committee through a discussion on March 19. The motion was passed without objections after the chair consulted with all attending directors and the independent directors expressed no other opinions. 8. Motion of amending part of the Company’s “Operational Procedures for Acquisition or Disposal of Assets” purposed on the 17th meeting of the 20th board on March 19, 2021. Content: To enhance the future operations, Article 5 and 7 of the “Operational Procedures for Acquisition or Disposal of Assets” seemed not sufficient, and thus the discussion was requested. The motion was passed without objections after the chair consulted with all attending directors and the independent directors expressed no other opinions. (II) Any other documented objections or qualified opinions raised by independent directors against board resolutions in relation to matters other than those described above: None II. For the implementation and state of directors' recusal for conflicts of interests, the directors' name, topic discussed, reasons for the required recusal, and participation in the voting process: 1. Motion that the Company sold units in ““La Bella Vita” project in Taichung to related parties was discussed in the 11th meeting of the 20th board on July 17, 2020. Ms. Hsu Mei-Chi intended to purchase the unit and the parking space No. 64 at No. 100, Huizhong Road, Section 1, Taichung City (the company holds 27.25%). Ms. Hsu is a relative within the 2nd degree kinship of the chairman and thus it is a transaction with related party. The case has been discussed and approved by the Audit Committee on July 17. The chair recused himself as he is a related party; Independent Director, Xiao Sheng-Xian, was appointed as the deputy chair. Three directors, Hsu Zhen-Ji, Hsu Zhen-Xin and Hsu Zhen-Tsai, recused themselves from discussion and voting due to conflict of interest, as required by laws. The remaining six directors unanimously approved. 2. Motion of donation to Formosan Rubber Charity Foundation was discussed in the 14th meeting of the 20th board on November 10, 2020. Content: The "Formosan Rubber Charity Foundation" established with the donation from the Company supports underprivileged students who insist studying every year. The Company has made excellent profits this year, and planned to donate NT$ 10 million to the "Formosan Rubber Charity Foundation". Four directors, Hsu Zhen-Ji, Hsu Zhen-Xin, Hsu Zhen-Tsai, and He Min-Chuan recused themselves from discussion and voting due to conflict of interest; other remaining directors unanimously have approved the motion without any dissenting opinions. III. For the disclosures of the cycles and periods, scopes, methods, and descriptions of the appraisal of the Board of Directors, please refer to (II) Evaluation of the Board of Directors IV. Measures the objectives to strengthen the functionality of the Board (e.g. establish an Audit Committee, enhance information transparency) and execution status in the current year and the recent years: The Company’s Board of Directors had 11 board meetings in the year. Important agendas are announced on the MOPS, making information public. Note 1: If a director is a juristic person, please disclose the name of the juristic person shareholder and their representative. Note 2: (1) If a director resigns before the end of the year, the resignation date shall be indicated in the Remarks field. The actual attendance rate (%) was calculated on the basis of the number of board meetings held during each director’s term and the number of meetings actually attended by that director. (2) If there is a re-election of a director before the end of the year, the new and old independent directors must be stated, and indicate if such independent director is old, new, or re-elected, as well as the re-election date. The percentage of actual (proxy) attendance (%) will be calculated based on the number of Board of Directors’ meetings held during active duty and the number of actual (proxy) attendance.

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(II) Evaluation of the Board of Directors

Evaluation cycles Evaluation periods Evaluation scope Evaluation
method
Evaluation content Evaluation content
Once a year January 1, 2020 to
December 31, 2020
Including the
performance
appraisals of all
the board of
directors and
individual board
member.
1. Including the
self-assessment
of the
operation of
the Board and
self-assessment
of board
members. Each
assessment
item (indicator)
may be ranked
as “Excellent
(5), Good (4),
Fair (3), Poor
(2), and Very
Poor (1).”
2. The
Management
Department
distributed the
“Questionnaire
for the Board
of Directors’
Performance
Self-
Assessment”
and
“Questionnaire
for the Board
Member’s
Performance
Self-
Assessment” to
each director;
afterwards, the
Management
Department
collect the
questionnaires
for statistics.
Evaluation is described as the following:
1. Board of Directors’ Performance Self-Assessment:
Self-Assessment 5 Major
Aspect
Questions Score
A. Participation in the
operation of the company;
12 questions 26.5
B. Improvement of the quality
of the board of directors'
decision making;
12 questions 26.5
C. Composition and structure
of the board of directors;
7 questions 14.7
D. Election and continuing
education of the directors;and
7 questions 14.4
E. Internal control. 7questions 14.2
Total 45questions 96.3
The performance appraisals of t
45 indicators. The score was 96
well, to meet the requirements
2. Board Member’s Performance
he Board of Directors includ
.3, demonstrating that the B
of corporate governance.
Self-Assessment:
Six Major Aspect Questions Score
A. Alignment of the goals and
mission of the company;
3 questions 12.8
B. Awareness of the duties of a
director;
3 questions 12.8
C. Participation in the
operation of the company;
8 questions 33.7
D. Management of internal
relationship and
communication;
3 questions 13.0
E. The director's
professionalism and continuing
education
3 questions 13.0
F. Internal control. 3questions 12.1
Total 23questions 97.4

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  • (III) Operation and key tasks of the Audit Committee Deliberation of the Audit Committee mainly include:

  • 1.Fair presentation of the financial statements.

  • Assessment of the effectiveness of the internal control system.

  • 3.Transactions involving material asset or derivatives trading.

  • 4.Material monetary loans, endorsements, or provision of guarantees.

  • 5.The offering, issuance, or private placement of any equity-type securities.

  • 6.Compliance with the related laws and regulations.

  • 7.Matters bearing on the personal interest of a director or supervisor.

  • 8.Control of the existing or potential risks.

  • 9.Appointment (dismissal) of CPAs and their independence and performance.

10.The hiring, dismissal or remuneration of an attesting certified public accountant. 11.The appointment or dismissal of a financial, accounting, or internal auditing officer. Reviewing financial report.

The Company’s 2020 business report, financial statements and the motion for earnings distribution; among these, the financial statements have been audited by CPAs of Baker Tilly, and the audit report has been submitted. The aforesaid business report, financial statements and the motion for earnings distribution have been reviewed by the Audit Committee and deemed no inconsistency.

A total of 7 Audit Committee meetings (A) were held in the most recent year (January 1, 2020 to March 19, 2021); independent directors' attendance records are summarized below:

Title Name Actual attendance (B) Proxy Attendance Actual attendance (%)
(B/A) (Note)
Actual attendance (%)
(B/A) (Note)
Actual attendance (%)
(B/A) (Note)
Remarks
Independent direct or a Xiao Sheng-Xian 7 0 100%
Independent direct or b Chen Zhu-Sheng 7 0 100%
Independent direct or c Wu Chun-Lai 7 0 100%
Other information
I.Operation of the
The matters Resolution(s) not passed by
Audit Committee referred to in the Audit Committee but
Motion content and follow-up Article 14-5 of
receiving the consent of two
the Securities thirds of the Board of
and Exchange Directors
Act
1st Term
5th Meeting
March 20,2020
1. Motion of planning to enforce the 24th repurchase of the Company’s outstanding shares v
2. Motion of the Company’s 2019 business report and financial report. v
3.Motionof the Company’s2019 earnings distribution. v
4. Motion of appointed CPAs’ fees. v
5.Motion of 2019internal control system statement. v
Resolutions of the Audit Committee(March 20,2020): approved byall members of the Audit Committee.
The Company’streatment totheAuditCommittee's opinions:approved byall attending directors.
1st Term
6th Meeting
May 13,2020
1. Motion of the 2020 firstquarter of the Company’s consolidated financial report. v
2.Motionof amendingthe“ManagerialOperational Procedures of FinancialStatementsPreparation Process”
Resolutions of the AuditCommittee(May13,2020):approved byall members of the AuditCommittee.
The Company’s treatment to the Audit Committee's opinions: approved byall attendingdirectors.
1st Term
7th Meeting
July 17, 2020
1. The Companydisposed 23F-7,No. 100,HueizhongRd.,Sec. 1,TaichungCityandparkinglot No. 64 to a relatedparty. v
2. Established the “Operational Procedures for BuyingBack the Company’s Shares”
Resolutions of the Audit Committee(July17,2020): approved byall members of the Audit Committee.
The Company’streatment totheAuditCommittee's opinions:approved byall attending directors.
The matters Resolution(s) not passed by
Audit Committee referred to in the Audit Committee but
Motion content and follow-up Article 14-5 of receiving the consent of two
the Securities thirds of the Board of
and Exchange Directors
Act
1st Term
8th Meeting
August 12, 2020
1. Motion of the 2020Q2 consolidated financial report. v
Resolutions of the Audit Committee(August 11,2020): approved byall members of the Audit Committee.
The Company’s treatment to the Audit Committee's opinions: approved byall attendingdirectors.
1st Term
9th Meeting
November 10,
2020
1.Motion of the 2020 Q3 consolidated financial report. v v
2.Motion of donation to Formosan Rubber CharityFoundation v
Resolutions of the Audit Committee(November 10,2020): approved byall members of the Audit Committee.
The Company’streatment tothe AuditCommittee's opinions:approved byall attendingdirectors.
1st Term
10th Meeting
December 25,
~~2~~020
1.Motion of hiringthe audit officer v
2. Motion of 2021 internal control system and auditplans(subsidiaries included) v
Resolutions of the AuditCommittee(December 25,2020):approved byall members of the AuditCommittee.
The Company’s treatment to the Audit Committee's opinions: approved by all attending directors.
1st Term
11th Meeting
March 19, 2021
1. Motion of the Company’s 2020 business report and financial report. v
2.Motionof the Company’s2020 earnings distribution. v
3. Motion of appointed CPAs’ fees. v
4. Motion of that Baker TillyClock & Co intended to adjust the CPAs. v
5.Motion of 2020internal control system statement. v
Resolutions of the Audit Committee(March 19,2021): approved byall members of the Audit Committee.
The Company’streatment totheAuditCommittee's opinions:approved byall attending directors.

-31-

and results):
(1)
Policy report of the communication between independent directors and internal auditing offi
and results):
(1)
Policy report of the communication between independent directors and internal auditing offi
and results):
(1)
Policy report of the communication between independent directors and internal auditing offi
and results):
(1)
Policy report of the communication between independent directors and internal auditing offi
cers
Communication result
e Audit Office has revised the audit execution according to the
commendations of independent directors.
e Audit Office will gradually complete the recommendations of independent
rectors, to revise the audit execution.
e Audit Office will gradually complete the recommendations of independent
rectors, to revise the audit execution.
e Audit Office has revised the audit execution according to the
commendations of independent directors.
e Audit Office has revised the audit execution according to the
commendations of independent directors.
Communication result
1. The 2019 financial statements were approved by the Audit Committee and
submitted to the Board of Directors for approval,
and announced and reported to the competent authority as scheduled.
2. Noted, and no other comments.
1. Noted, and no other comments.
2. Discussion in the Board meeting is required.
3. Be concise and present the key points.
Date Communicated matter Communication result
May 13, 2020 Report of the execution of audit operation during March to April, 2020
Recommendations of independent directors as below:
Concisely and clearly present the execution audit item, random inspection (e.g.
referringto the workingdraft),for simplifythe review.
Th
re
e Audit Office has revised the audit execution according to the
commendations of independent directors.
July 17, 2020 Report of the execution of audit operation during May to June, 2020
Recommendations of independent directors as below:
(1)Understand the true status based on the actual inventories, and formulate or
amend the Company's internal audit rules pursuant the new regulations, for
strengthening of audit purposes.
(2) The relevant details of the audit execution results are presented in a concise
and bulletin format for more efficient review.
(3) The Audit Office may add recommendations or improvements to the audit
results in the report.
(4) If any error is audited, it may be listed as a future tracking improvement
item.
(5) It is recommended to make good use of e-mail in the future to deliver the
relevant audit execution result documents.
(6) It is recommended to add one more auditor to strengthen the staffing of the
Audit Office.
Th
di
e Audit Office will gradually complete the recommendations of independent
rectors, to revise the audit execution.
August 11, 2020 Report of the execution of audit operation during July-August, 2020
Recommendations of independent directors as below:
(1) Inquired whether to start the plan for adding an auditor and the progress.
(2) It is recommended to update the Company's internal audit rules (to cope with
the update of laws and regulations, and the issues that need to be improved in
the actual audit) to facilitate the implementation of the audit.
(3) Added random inspection details to the audit execution report.
(4) The audit execution report shall replace "Supervisor" with "Audit
Committee" and shall be consistent with the version submitted to the Board of
Directors.
Th
di
e Audit Office will gradually complete the recommendations of independent
rectors, to revise the audit execution.
November 10, 2020
Report of the execution of audit operation during September to October, 2020
Recommendations of independent directors as below:
The audit results listed in the ninth column of the second table of the Audit
Office’s report must list all the random inspection items.
Th
re
e Audit Office has revised the audit execution according to the
commendations of independent directors.
December 25,2020 I.
II.
Report of the execution of audit operation during November to December,
2020
Recommendations of independent directors: none
Motion of 2021 internal audit plans (subsidiaries included)
Recommendations of independent directors as below:
(1) It is recommended that the headline of the motion and the description
should be revised and improved.
(2) It is recommended to update the format of the annual internal audit plan
to the latest version of the FSC.

Th
re
e Audit Office has revised the audit execution according to the
commendations of independent directors.
(2) Policy rep ort of the communication between independent directors and CPAs
Date Communicated matter Communication result
March 20, 2020 1. Explanation of the 2019 parent company-only and consolidated financial
statements.
2. Report of CPAs’ independence.
1. The 2019 financial statements were approved by the Audit Committee and
submitted to the Board of Directors for approval,
and announced and reported to the competent authority as scheduled.
2. Noted, and no other comments.
June 23, 2020 1. Reminders of key points of the recent law updates.
2. Discussion of the proposal for the internal control system and operational
procedure update.
3. Discuss the presentation and writing approach of the internal audit report.
1. Noted, and no other comments.
2. Discussion in the Board meeting is required.
3. Be concise and present the key points.

Note:

  • If an independent director resigns before the end of the year, the resignation date shall be indicated in the Remarks field. The actual attendance rate (%) was calculated on the basis of the number of board meetings held during the term of the Audit Committee and the number of meetings actually attended during active duty.

  • If there is a re-election of an independent director before the end of the year, the new and old independent directors must be stated, and indicate if such independent director is old, new, or re-elected, as well as the re-election date. The percentage of actual (proxy) attendance (%) will be calculated based on the number of Audit Committee meetings held during active duty and the number of actual (proxy) attendance.

-32-

(IV) Corporate governance execution status and deviations from "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from "Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies"
and Reasons
Yes No Summary
I. Whether The Company establishes and discloses its rules of
corporate governance in accordance with the Corporate
Governance Best-Practice Principles for TWSE/TPEx Listed
Companies?
The Company has passed the “Rules of Corporate Governance” on the
8th session of the 20th Board held on March 20, 2020 and it has been
disclosed on the Company’s website.
There are no deviations from
"Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies".
II. Equity structure and shareholders’ equity
(I)
Will the Company have the internal procedures regulated to
handle shareholders’ proposals, doubts, disputes, and
litigation matters; also, have the procedures implemented
accordingly?
(II) Will the Company possess the list of the Company’s major
shareholders and the list of the ultimate controllers of the
major shareholders?
(III) Will the Company establish and implement the risk control
and firewall mechanisms with the related parties?
(IV) Will the Company set up internal norms to prohibit insiders
from utilizing the undisclosed information to trade
securities?



(I) The Company has established stock personnel and legal affairs
personnel to handle shareholders’ proposals, disputes, and
litigation matters, and these matters are enforced according to
procedures.
(II) The Company has established stock affairs unit and stock affairs
agency that can get hold of the list of the ultimate controllers of
the major shareholders.
(III) The Company has established internal rules and internal control
system of relevant legal mechanism in compliance with the laws
and regulations and has enforced the rules accordingly. Aside
from supervising important subsidiaries to establish internal
control system as required by Article 3 of the "Corporate
Governance Best-Practice Principles for TWSE/TPEx Listed
Companies", the Company also reviews its and the important
subsidiaries’ internal and external changes to thoroughly enforce
risk control and firewall mechanism.
(IV) In compliance with the Company’s “Procedures for Handling
Material Inside Information” to regulate material inside
information and disclosure mechanism to avoid improper
disclosure and ensure that the information disclosed by the
Company is consistent and positive. Prevention of insider trading
will also be strengthened.
(I) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(II) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(III) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(IV) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
III. The Composition of the Board of Directors and Their Duties
(I)
Has the Board devised and implemented policies to ensure
the diversity of its members?
(I) The Company’s Board of Directors currently has 9 directors and has
adopted the nomination system. As the Board of Directors
nominates candidates, aside from basic legal qualifications, they
are also required to have knowledge and professional experience
in terms of relevant business,law and industryin order to reach
(I) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".

-33-

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from "Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies"
and Reasons
Yes No Summary
(II)
Apart from the Remuneration Committee and Audit
Committee, has the company assembled other functional
committees at its own discretion?
(III) As the company established the Regulations Governing the
Board Performance Evaluation and its evaluation methods,
and does the company perform a regular performance
evaluation each year and submit the results of performance
evaluations to the Board of Directors and use them as
reference in determining compensation for individual
directors, their nomination, and additional office terms?
(IV) Is an external auditor's independence assessed on a regular
basis?


the goal of the implementation of diversified board members.
(II) The Company has established a Remuneration Committee, Audit
Committee, and Employee Welfare Committee . Other functional
committees will be established as required by the Company’s
regulations or actual needs.
(III) The company established the Regulations Governing the Board
Performance Evaluation and its evaluation methods in the 8th
meeting of Board of directors, 20th Term on March 20, 2020. The
external board performance evaluation shall be executed by an
external professional independent institution or an external team
of scholars and experts once every three years. The outcomes of
the performance evaluation is submitted to the meeting of Board
of directors in the first quarter of the next year. In addition, it
periodically review the performance review and remuneration
policy, system, standards, and structure for directors, supervisors
and executive officers, and the recommendations are submitted to
the meeting of Board of directors for discussion.
(IV) The Company’s management department performs a self-
evaluation on the independence of CPAs once a year. The result
has been reported to the Audit Committee on November 10, 2020,
and was reviewed and passed by the Board of Directors on
November 10, 2020. According to the evaluation performed by
the Company's management department, CPAs Zhou Yin-Lai and
Wu Xin-Liang of Baker Tilly Clock & Co. both met the
Company's independence evaluation standards and are qualified to
serve as the Company’s CPAs. For evaluation details, please refer
to the annual report to shareholders at p.38 (V) - CPAs’
Independence Evaluation.
(II) There are no deviations from
"Corporate Governance Best-
PracticePrinciples for
TWSE/TPEx Listed Companies".
(III) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(IV) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
IV. Is the company a TWSE/TPEX listed company, and has the
company designated an appropriate number of personnel that
specialize (or are involved) in corporate governance affairs
(including but not limited to providing directors/supervisors
with the information needed and assist directors and
The Company has not appointed a corporate governance manager,
but there is dedicated personnel who is in charge of matters in
relation to the Company’s corporate governance, which include:
(I) Matters with regards to providing information needed by directors
and independent directors,convention of board meetings and
There are no deviations from
"Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies".

-34-

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from "Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies"
and Reasons
Yes No Summary
supervisors in complying with the laws and regulations to
perform their duties, convention of board meetings and
shareholders meetings, preparation of board meeting and
shareholders meeting minutes, etc)?
shareholders meetings, corporate registration and changes,
preparation of board meeting and shareholders meeting minutes.
(II) Making proposals for company system and organizational structure
to improve the independence of the Board as well as the
enforcement of the transparency of the Company, law compliance
and internal audit and internal control.
V. Does the Company establish mechanisms for communicating
with stakeholders (including but not limited to stockholders,
employees, customers and suppliers), and a stakeholder site
on the company website to appropriately respond to material
CSR topics theyconcern about?
Aside from appointing dedicated personnel to handle stakeholder
channels, the Company has also set pup a stakeholder section on its
website and responses accordingly to issues concerning stakeholders in
terms of corporate social responsibility.
There are no deviations from
"Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies".
VI. Has the company appointed a professional shareholders service
agent to process the affairs related to shareholders’ meetings?
The Company has appointed Stock Agency Department of Taishin
International Bank as stock agency to handle stock related affairs.
There are no deviations from
"Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies".
VII. Information disclosure
(I)
Does the Company have a website setup and the financial
business and corporate governance information disclosed?
(II)
Has the Company adopted other information disclosure
methods (such as, establishing an English website,
designating a responsible person for collecting and
disclosing information of the Company, substantiating the
spokesman system, placing the juristic person seminar
program on the Company’s website, etc.)?
(III) Has the company published and reported its annual
financial report within two months after the end of a fiscal
year, and published and reported its financial reports for the
first, second, and third quarters, as well as its operating
status for each month before the specified deadline.

(I) The Company has set up a website to disclose information in
relation to the Company’s financial matters and businesses and is
updated on a regular basis. The Company’s website is
www.frg.com.tw.
(II) The Company has a spokesperson and an acting spokesperson and
has established a website in both traditional Chinese and English.
A dedicated personnel has been assigned to collect company
information and information disclosure. There is related company
introduction, production introduction and its latest news on the
Company's website
(III) The Company has published and reported financial reports and
operating status for each month based on the regulations specified
in the “List of Matters Required to Be Handled by Issuers of
Listed Securities”; however, the Company has not been publicly
announced and reported the financial report within two months
after the end of the fiscalyear.
(I) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(II) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(III) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
VIII. Are there any other important information (including but not
limited to the interests of employees, employee care, investor
relations,supplier relations,the rights of stakeholders,the
(I) Employees’ rights and benefits: The Company has reasonable salary
system in accordance with the Labor Standards Act to protect the
legal rights of employees.
(I) There are no deviations from
"Corporate Governance Best-
Practice Principles for

-35-

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from "Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies"
and Reasons
Yes No Summary
advanced study of directors and supervisors, the
implementation of risk management policies and risk
measurement standards, the execution of customer policy, the
purchase of liability insurance for the Company’s directors
and supervisors) that are helpful in understanding the
corporate governance operation of the Company?
(II) Employees’ care: The Company’s various management rules are
formulated based on the on the interests of employees and also
purchases various types of insurance for employees such as health,
nursing, employment, work injury and public welfare. The
Company organizes annual health check-ups to protect employees.
(III) Investor relations: The Company has a spokesperson and an acting
spokesperson who are responsible for the Company’s external
communication; dedicated personnel has also been set up to
disclose the Company's information on MOPs as required by the
law.
(IV) Supplier relations: The Company has exceptional supply relations
with suppliers, reaching overall production cost optimization.
(V) Rights of stakeholders: The Company maintains positive
communication channels with stakeholders and respects and
protects their legal rights. The Company also has a spokesperson
and acting spokesperson system to handle issues and suggestions
with regards to shareholders.
(VI) Further training for directors: The Company’s directors have
participated in further training courses as required by the law. In
the future, the Company will arrange suitable further training
courses for directors in the future on an unscheduled basis.
(VII)Implementation of risk management policy and risk assessment
standards: Various internal rules internal control system have been
formulated as required by the law, and the Company conducts
various risk management and evaluation. The internal audit unit
carries out inspection of the implementation of the internal control
system on a regular basis or on an unscheduled basis.
(VIII)Implementation of customer service policy: The Company has
exceptional relations with customers and provides customer
service based on various internal control measures. The "customer
satisfaction" is treated as an important part of the quality policy.
(IX) The Company purchases liability insurance for directors.


TWSE/TPEx Listed Companies".
(II) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(III) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(IV) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(V) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(VI) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(VII)There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
(VIII)There are no deviations from
"Corporate Governance Best-

-36-

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from "Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies"
and Reasons
Yes No Summary
Practice Principles for
TWSE/TPEx Listed Companies".
(IX) There are no deviations from
"Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed Companies".
IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures
for any issues that are yet to be rectified: Based on 2020 Corporate governance evaluation results:
1. Has the Company established the diversification policy for the Board member, and disclosed the specific management objective and implementation of the diversification policy on the
website and MOPS? The Company is expected to establish the diversification policy for the Board member, and discloses the specific management objective and implementation of the
diversification policy on the website and MOPS from 2021.
2. Has the Company appointed the corporate governance officer to take charge of of corporate governance affairs, and describe his/her function scope and continuing education on the website
and MOPS from 2021? The Company is expected to appoint the corporate governance officer to take charge of of corporate governance affairs, and describe his/her function scope and
continuingeducation on the website and MOPS from 2021.
  • IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified: Based on 2020 Corporate governance evaluation results:

  • Has the Company established the diversification policy for the Board member, and disclosed the specific management objective and implementation of the diversification policy on the website and MOPS? The Company is expected to establish the diversification policy for the Board member, and discloses the specific management objective and implementation of the diversification policy on the website and MOPS from 2021.

  • Has the Company appointed the corporate governance officer to take charge of of corporate governance affairs, and describe his/her function scope and continuing education on the website and MOPS from 2021? The Company is expected to appoint the corporate governance officer to take charge of of corporate governance affairs, and describe his/her function scope and continuing education on the website and MOPS from 2021.

Note: Regardless of clicking “yes” or “no”, it should be explained in the summary field.

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(V) Independence evaluation of CPAs

(V)Independence evaluation of CPAs
Evaluation Item Evaluation result Whether or not they meet
the independence criteria
1. Whether the CPAs have directly or indirectly significant financial interest related to the
Company.
No Yes
2. Whether the CPAs are involved in any financing or guarantee arrangement with the
Company or its directors
No Yes
3. Whether the accountant has a close business relationship and potential employment
relationship with the company
No Yes
4. Whether the CPAs and audit team members currently or previously assumed a role as the
Company's director, managerial officer, or any position that may significantly affect the audit
in the last twoyears
No Yes
5. Does the CPAs provide the Company with non-audit service items that may directly affect
the audit tasks?
No Yes
6. Does the accountant intermediary the stocks or other securities issued by the Company? No Yes
7. Does the CPAs act as the defender of the Company or coordinate conflicts with other third
parties on behalf of the Company?
No Yes
8. Whether the CPAs are related to the Company's directors, managerial officer, or any person
whose position is significant to the audit task
No Yes
9. Have the CPAs provide audit services for more than seven consecutive years No Yes
  • Note 1:When the result of the above evaluation is “yes”, an explanation must be given as consideration for the impact of their independence and if it is necessary to replace the CPAs.

  • Note 2: (1)As reference to the Sarbanes–Oxley Act, and in order to enforce corporate governance mechanism, the Company may not hire audit CPAs for non-audit services at the same time (such as bookkeeping services, evaluation services or financing services).

  • (2) In order to prevent long-term relationship with the CPAs for providing services to the Company, and the CPAs have become overfamiliar with the Company's management and further lose their independence, the TWSE has clearly stipulated that CPAs must be replaced on a fixed period (7 years). Before 7 years of providing service to the same client is due, the CPAs must be changed from time to time.

  • Note 3. After evaluation, it is deemed that the non-audit services Baker Tilly Clock & Co. provided, do not affect the independence of the CPAs in terms of nature and amount. The related non-audit services are as follows:

Non-audit services
1. Review of the annual shareholders’ meeting handbook and shareholders’ annual
report
2. The English version of the consolidated financial report ofyear 2019
Amount
NT$30,000
NT$160,000
  • (VI) The Composition, Duties and Operation of the Remuneration Committee

  • The Company has established the Remuneration Committee after passing the formulation of the “Remuneration Committee Charter” by the Board of Directors. The main duties of the Remuneration Committee are as follows and should submit suggestions to the Board of Directors for discussion.

    • (1) Establish and regularly review policies, system, standards and structures for performance evaluation and remuneration for directors and managerial officers.

    • (2) Regularly assess and set up the salary remuneration for directors and managerial officers.

  • The Company's has appointed Xiao Sheng-Xian, Chen Zhu-Sheng and Wu Chun-Lai as members of the Company’s 4th Remuneration Committee on the first meeting of the 20th Board of Directors’ meeting (June 14, 2019). It was proposed that the term of appointment should be June 14, 2019 to June 4, 2022, same as this board.

  • A total of six meetings (A) were held in the Company’s 4th Remuneration Committee during March 20, 2020 and March 19, 2021. It has helped the Board of Directors to enforce and evaluate the Company's overall remuneration policies and has made suggestions to the Board of Directors.

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Information on Remuneration Committee members

Title
(Note 1)
Conditions
Name
Meet the Following Professional Qualification Requirements,
together with at Least Five Years Work Experience
Meet the Following Professional Qualification Requirements,
together with at Least Five Years Work Experience
Independence Crite Independence Crite ria (Note 2) Number of Other
Public Companies
in Which the
Individual is
Concurrently
Serving as a
Member of the
Remuneration
Committee
Remarks
Lecturer or above in commerce, law,
finance, accounting or subjects required
by the business of the Company in
public or private colleges or universities
Judge, public prosecutor, attorney-at-law, certified
public accountant, or other professional or technical
specialist who has passed a national examination and
been awarded a certificate in a profession necessary
for the business of the Company.
Required working
experience in commerce,
law, finance, accounting
or other fields required by
the business of the
Company

1
2 3 4 5 6 7 8 9 10
Convener Chen Zhu-
Sheng
0 None
Member Xiao Sheng-
Xian
1 None
Member Wu Chun-Lai 0 None

Note 1: Please fill in director, independent director or other in the “title”.

Note 2: A “  ” is placed in the box if the member met the following conditions at any time during active duty and two years prior to the date elected.

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

  • (2) Not a director or supervisor of its affiliates of the Company. (However, this restriction does not apply in cases where the person is an independent director of the Company, its parent or subsidiary or a subsidiary of the same parent established in pursuant to this law or local laws).

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

  • (4) Not a managerial officer listed in criteria (1) or a spouse, relative of second degree, or direct kin of third degree or closer to persons not qualified for criteria (2) and (3).

  • (5) Not a director, supervisor, or employee of a juristic-person shareholder that directly holds five percent or more of the total number of issued shares of the company or of a juristic-person shareholder that ranks among the top five in shareholdings according to Paragraph 1 or Paragraph 2 Article 27 of the Company Act (the same does not apply, however, 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, holding a majority of the company's director seats or voting shares and those of any other company are controlled by the same person (the same does not apply, however, in cases where the person is an independent director of the company or its parent company, any subsidiary, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (7) Not the same person with the company’s director, general manager, or person of an equivalent post or of a specified company or institution’s director, supervisor, or officer (the same does not apply, however, in cases where the person is an independent director of the company or its parent company, 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, supervisor, manager, or shareholder holding more than 5% of a specified company or institution that has a financial or business relationships with the company (the same does not apply, to certain companies or institutions holding more than 20% of the total issued shares of the Company, but no more than 50% and to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent).

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

  • (10) Not under any circumstances as stipulated in Article 30 of Company Law.

-39-

Information on the Operation of the Remuneration Committee

I. The Company's Remuneration Committee is comprised of 3 members.

II. The term of the members: June 14, 2019 to June 4, 2022. From March 20, 2020 to March 19, 2021, a total of six (A) meetings were held by the remuneration committed. The qualification of members and their attendance are as follows:

Title Name Actual attendance (B) Proxy Attendance Actual attendance (%)
(B/A)
(Note)
Remarks
Convener Chen Zhu-Sheng 6 0 100% None
Member Xiao Sheng-Xian 6 0 100% None
Member Wu Chun-Lai 6 0 100% None
Other information required:
I. If the Board of Directors declines to adopt or modify a recommendation of the Remuneration Committee, the date, session, topic discussed and the resolution of the
Board meeting and handling of the resolution of the Remuneration Committee shall be specified (if the compensation package approved by the Board is better than the
recommendation made by the committee, please specify the discrepancy and its reason): None.
II. As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session
and topic discussed of the committee meeting, all members' opinions and handling of members' opinions shall be specified: None.

Note: (1) If a member of the Remuneration Committee resigns before the end of the year, the resignation date shall be indicated in the Remarks field. The actual attendance rate

  • (%) was calculated on the basis of the number of board meetings held during the term of the Remuneration Committee and the number of meetings actually attended during active duty.

  • (2) If there is a re-election of the Remuneration Committee before the end of the year, the new and old members of the Remuneration Committee must be stated, and indicate if such member is old, new, or re-elected, as well as the re-election date. The percentage of actual (proxy) attendance (%) will be calculated based on the number of Remuneration Committee meetings held during active duty and the number of actual (proxy) attendance.

-40-

III. Other information required:

1. Motion contents and resolution results of the Remuneration Committee

Meeting date of the Remuneration Committee Motion content Resolution result The Company’s handling of the Remuneration
Committee’s opinions
The 3rd meeting of the 4th Remuneration
Committee
(March 20, 2020)
1.
Motion of 2019 remuneration to the Company’s employees, directors
and supervisors.
1. The motion has been approved by all attending members
without any dissenting opinion.
It was submitted to the Board of Directors’
meeting for approval.
The 4th meeting of the 4th Remuneration
Committee
(May 13, 2020)
1.
Motion of the 2020 Dragon Boat Festival bonus for the Company and the
subsidiary Ban Chien Development.
2.
Motion of the distribution of 2019 remuneration to directors and
supervisors.
3.
Motion of the distribution of 2019 remuneration to employees.
1. The motion has been approved by all attending members
without any dissenting opinion.
2. The motion has been approved by all attending members
without any dissenting opinion.
3. The motion has been approved by all attending members
without any dissenting opinion.
It was submitted to the Board of Directors’
meeting for approval.
The 5th meeting of the 4th Remuneration
Committee
(July17, 2020)
1.
Motion of semi-annual performance settlement and rewards and
punishments for the Production Department turning deficit into profit.
1. After the discussion of all attending members, the
proposal 2 was intended, and submitted to the Board of
directors for resolution
It was submitted to the Board of Directors’
meeting, and the proposal 1 was approved.
The 6th meeting of the 4th Remuneration
Committee
(December 22, 2020)
1.
Motion of the Company's 2020 year-end bonus.
2.
Motion of 2020 year-end bonus for the Company's subsidiary Ban Chien
Development Co., Ltd. .
3.
Motion of remuneration for the Company’s managerial officers for 2021
4.
Motion of hiring and remuneration for the audit officer and consultant
for 2021.
1.
The motion has been approved by all attending
directors without any dissenting opinion.
2.
The motion has been approved by all attending
directors without any dissenting opinion.
3.
The motion has been approved by all attending
directors without any dissenting opinion.
4.
The motion has been approved by all attending
directors without anydissentingopinion.
It was submitted to the Board of Directors’
meeting for approval.
The 7th meeting of the 4th Remuneration
Committee
(January 29, 2021)
1.
Motion of assigning a director to the subsidiary (Ban Chien) and his
remuneration.
2.
Motion of promoting the Section head of Construction Department,
Cheng Sheng-Yuan to associate vice president.
3.
Motion of annual performance settlement and rewards and punishments
for the Production Department
4.
The performance bonus for the financial asset investment project of Ban
Chien.
1.
The motion has been approved by all attending
directors without any dissenting opinion.
2.
The motion has been approved by all attending
directors without any dissenting opinion.
3.
The motion has been approved by all attending
directors without any dissenting opinion.
4.
The motion has been approved by all attending
directors without anydissentingopinion.
It was submitted to the Board of Directors’
meeting for approval.
The 8th meeting of the 4th Remuneration
Committee
(March 19, 2021)
1.
Motion of distributing remunerations to directors and employees for
2020
2.
Motion of the 2021 Dragon Boat Festival bonus for the Companyand the
1.
The motion has been approved by all attending
directors without any dissenting opinion.
2.
The motion has been approved byall attending
It was submitted to the Board of Directors’
meeting for approval.

-41-

Meeting date of the Remuneration Committee Motion content Resolution result The Company’s handling of the Remuneration
Committee’s opinions
subsidiary (Banjian Development).
3.
Motion of amendments to part of the provisions of the Company's
Remuneration Committee Charter”.
4.
Motion of performance, reward and punishment for each department and
project for 2021.
directors without any dissenting opinion.
3.
The motion has been approved by all attending
directors without any dissenting opinion.
4.
The motion has been approved by all attending
directors without anydissentingopinion.
  1. If the Board of Directors declines to adopt or modify a recommendation of the Remuneration Committee, the date, session, topic discussed and the resolution of the Board meeting and handling of the resolution of the Remuneration Committee shall be specified (if the compensation package approved by the Board is better than the recommendation made by the committee, please specify the discrepancy and its reason): None.

  2. As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members' opinions and handling of members' opinions shall be specified: None.

-42-

(VII) The state of the company's performance of social responsibilities, any deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies:

for TWSE/TPEX Listed Companies:
Evaluation Item Implementation Status (Note 1) Differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/TPEx-Listed Companies and the
reasons
Yes No Summary (Note 2)
I.
Has the company performed risk assessments on environmental, social, and
corporate issues in relation to the Company’s operations according to
material principles, and formulated relevant risk management policies or
strategies? (Note 3)
Although the Company has not performed risk assessments on environmental,
social, and corporate issues in relation to the Company’s operations according
to material principles, and formulated relevant risk management policies or
strategies, the Company is doing its utmost for environmental protection
responsibility, community improvement, creating social befits, protecting
consumers’ rights, promoting the harmonious relationship between labor and
management as well as supervising the operation of subsidiaries.
Formulation of applicable policies or
strategies will be discussed.
II.
Does the company have a specific (or part-time) unit set up to promote
corporate social responsibility, have the management been authorized by the
Board of Directors to handle matters and report the processing results to the
Board of Directors?
The Company has yet to set a dedicated unit, it is mainly handled by the
management department.
Establishment of specific (or part-time) unit
to promote corporate social responsibility
will be discussed.
III. Environmental Issues
(I)
Does the company have an appropriate environmental management system
established in accordance with its industrial character?
(II)
Is the company committed to enhance the utilization efficiency of resources
and use renewable materials that are with low impact on the environmental?
(III)
Has the company assessed the potential risks and opportunities for
business operations now and the future regarding climate change and
will it adopt response measures relating to climate issues?



( I) In order to reduce the impact to the environment, the Company tries its best
to use non-toxic raw materials and is dedicated to the R&D of eco-friendly
products.
(II) The internal of the Company is dedicated to waste classification, and has
set goals for reducing waste as well as recovering resources that can be
reused, making a contribution to environmental protection and energy
saving and carbon reduction.
(III) The global climate has changed dramatically due to the greenhouse effect
and its impact scope poses potential risk for a corporate sustainable
It has met the regulations stipulated in the
Corporate Social Responsibility Best
Practice Principles for TWSE/TPEx-Listed
Companies

-43-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/TPEx-Listed Companies and the
reasons
Yes No Summary (Note 2)
(IV)
Has the company calculated the greenhouse gas emissions, water
consumption, and total weight of waste in the past 2 years, and
formulated policies on energy conservation and carbon reduction,
greenhouse gas reduction, water consumption, or other waste
management?
operation. The Company has established emergency response measures as
to minimize the impact when disaster strikes.
(IV) The Company did not calculate its greenhouse emissions, water
consumption and total weight of waste for the past 2 years but it has been
proactively promoting energy saving and carbon reduction, and reducing
the use of energy and paper. Office temperature control and the use of
energy-saving bulbs have been enforced in order to reach the goal of
reducing carbon.
IV. Social Issues
(I)
Does the company have the relevant management policies and procedures
stipulated in accordance with the relevant laws and regulations and
international conventions on human rights?
(II)
Has the company established and implemented reasonable measures for
employee benefits (including: remuneration, holidays and other benefits),
and appropriately reflect the business performance or achievements in the
employee remuneration?
(III) Does the company provide employees with a safe and healthy work
environment, and provide safety and health education to employees
regularly?
(IV) Does the company establish effective training programs for employee's


(I) The Company complies with applicable labor laws and regulations.
Employees’ appointment and remuneration are handled according to the
Company's measures of appointment of employees to protect the basic
employees’ basic rights.
(II) The Company has various clear employee welfare measures and they can
be found on the Company’s website. According to the Company’s
Articles of Incorporation, the Company distributes no less than 1% of
profit before tax as remuneration to employees.
(III) The Company arranges regular employee health check-ups and disaster
drills, ensuring a safe and healthy workplace for employees.
(IV) The Company asks employees to take part in training courses on an
unscheduled basis to improve their career capability.
(I) It has met the regulations stipulated in the
Corporate Social Responsibility
Best Practice Principles for TWSE/TPEx-
Listed Companies
(II) It has met the regulations stipulated in
the Corporate Social Responsibility Best
Practice Principles for TWSE/TPEx-Listed
Companies
(III) It has met the regulations stipulated in
the Corporate Social Responsibility Best

-44-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/TPEx-Listed Companies and the
reasons
Yes No Summary (Note 2)
career development?
(V)
Has the company complied with laws and international standards with
respect to customers' health, safety and privacy, marketing and labeling in
all products and services offered, and implemented consumer protection
policies and complaint procedures?
(VI) Has the company established supplier management policies demanding
compliance with relevant regulations and their execution status regarding
issues such as environmental, occupational safety, and health or labor
rights?

(V) The Company has set up a section for stakeholders on the website and
dedicated personnel has been assigned to handle questions in relation to
customers as a means to protection the rights of consumers. The
Company continues to update and comply with relevant laws and
regulations, and internal standards.
(VI) The Company has not established relevant policies,however, domestic
and overseas suppliers have mostly had a long-term business relationship
with the Company, and all products comply with laws and regulations.
Practice Principles for TWSE/TPEx-Listed
Companies
(IV) It has met the regulations stipulated in
the Corporate Social Responsibility Best
Practice Principles for TWSE/TPEx-Listed
Companies
(V) It has met the regulations stipulated in
the Corporate Social Responsibility Best
Practice Principles for TWSE/TPEx-Listed
Companies
(VI) Formulation of applicable policies will
be discussed.
V.
Has the company taken reference from the internationally accepted
reporting standards or guidance when compiling CSR reports to disclose
non-financial information? Have the reports mentioned previously
obtained the assurance of third party verification?
Although the Company has not compiled CSR reports, other financial
information of the Company has been publicly announced on the section of
“Shareholders’ Services” on its website where important business information
is also regularly disclosed.
Compiling of CSR reports will be discussed.
VI. For companies who have established corporate responsibility code of conducts in accordance with the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies”, please describe the

-45-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/TPEx-Listed Companies and the
reasons
Yes No Summary (Note 2)
current practice and any deviations from the code of conduct:
The Company is still in the process of formulating Corporate Social Responsibility Best Practice Principles and relevant rules.
VII. Any other essential information that may help us to understand the performance of corporate social responsibility better:
Any donation to community participation, social contribution, social service or social welfare that reached NT$600,000 or more in 2020is as follows:
1. Donation to Formosan Rubber Charity Foundation
NT$10,000,000
2. Donation made to the academic research funding of molecular cardiology and cell medicine at Taipei Medical University
Hospital
NT$960,000
3. Donation to the Scholar Grant Fund of New Taipei City
NT$600,000
4. Donation to Fu Jen Catholic University Hospital for the construction of compounded operation rooms
NT$600,000
VIII. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions:
ISO14001 Quality Assurance and ISO9001 International Quality Management System Certification

Note 1: Regardless of clicking “yes” or “no”, it should be explained in the summary field. Note 2: If the company has prepared a CSR report, the summary description may be completed by providing page references to the CSR report instead. Note 3: Material principles refer to a significant impact on the Company’s investors and other stakeholders on environmental, social, and corporate governance issues.

-46-

(VIII) The state of the company's performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance:

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Nonconformity to the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies, and reasons thereof
Yes No Summary
I. Ethical Management Policies and Action Plans
(I)
Has the company established an ethical management policy that has been passed
by its Board of Directors, and clearly specified in its rules and external documents
the ethical corporate management policies and the commitment by the Board of
Directors and senior management on rigorous and thorough implementation of
such policies and methods?
(II)
Has the company established a risk assessment mechanism against unethical
behavior, analyzed and assessed business activities within their business scope on
a regular basis which are at a higher risk of being involved in unethical behavior,
and established prevention programs at least covering the preventive measures
specified in Paragraph 2, Article 7 “Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies”?
(III) Has the company specified operational procedures, behavioral guidelines, disciplines
of violations, as well as an appeal system in the program against unethical
behavior, and implemented such programs, and reviewed and revised the previous
program on a regular basis?


(I) The Company has not formulated ethical management policy, however
the Company has strict rules upon internal managers (management level)
in terms of ethics and self-disciplined. The Company uploads its policy
of looking after employees trying its utmost to comprehend their
feelings. In terms of the relationship between external manufacturers and
customers, the Company adheres to its policy of transparency, fairness
and being ethical, and subsidiaries are urged to do so.
(II) The Company is in the process of formulating applicable ethical
management policies or system. However, the Company has established
effective accounting system and internal control system, and there shall
not be any external account or reserved secret account. The systems
should be reviewed at any time to ensure its design and effectiveness
upon execution.
(III) The Company is in the process of formulating applicable ethical
management policies or system.
Formulation of applicable ethical
management policies or system will
be discussed.

-47-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Nonconformity to the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies, and reasons thereof
Yes No Summary
II. Implementation of Ethical Management
(I) Does the company evaluate the integrity of all counterparties it has business
relationships with? Are there any integrity clauses in the agreements it signs with
business partners?
(II) Has the company set up a dedicated responsible unit to promote corporate ethical
management under the Board of Directors, and has such unit reported its
execution in terms of ethical management policy and preventive programs against
unethical behaviors and the supervision status to the Board of Directors on a
regular basis (at least once a year)?
(III) Does the company have any policy that prevents conflict of interest, and channels
that facilitate the reporting of conflicting interests?

(I) Prior to having a business relationship with a counterparty, the Company
shall take into consideration of their legality and goodwill, and the
contract is advised to include ethical terms and conditions.
(II) The Company has yet to set a dedicated unit, it is mainly handled by the
management department and audit office.
(III) As a means to prevent conflict of interest, when a proposal at a given
Board of Directors meeting concerns the personal interest of, or the
interest of the juristic person represented by any of the directors,
managerial officers, and other stakeholders attending or present at board
meetings of the Company, the concerned person shall state the important
aspects of the relationship of interest at the given board meeting. If his or
her participation is likely to prejudice the interest of the company, the
concerned person may not participate in discussion of or voting on the
proposal and shall recuse himself or herself from the discussion or the
voting, and may not exercise voting rights as a proxy for another director.

(I) It has met the requirements
stipulated in the Ethical Corporate
Management Best Practice Principles
for TWSE/TPEx Listed Companies.
(II) Establishment of a dedicate unit
for corporate ethical management will
be discussed.
(III) It has met the requirements
stipulated in the Ethical Corporate
Management Best Practice Principles
for TWSE/TPEx Listed Companies.

-48-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Nonconformity to the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies, and reasons thereof
Yes No Summary
(IV) Has the company established an effective accounting system and internal control
system in order to implement ethical management, and propose relevant audit
plans according to the assessment results of the risks of unethical behaviors, and
review the compliance status of the prevention of unethical behaviors, or entrust
an account to carry out the review?
(V) Does the company organize internal or external training on a regular basis to maintain
business integrity?


The directors shall practice self-discipline and must not support one
another in improper dealings.
(IV) All units shall comply with the Company Act, Securities and Exchange
Act, Business Entity Accounting Act and other relevant laws and
regulations, and audit and internal rules which specify the compliance of
employees. Internal auditors shall inspect the implementation status of
ethical management on an unscheduled basis in the form of of a project.
(V) Regular promotion is carried out, so that employees understand the
Company’s policy and consequences to a violation.
(IV) It has met the requirements
stipulated in the Ethical Corporate
Management Best Practice Principles
for TWSE/TPEx Listed Companies.
(V) It has met the requirements
stipulated in the Ethical Corporate
Management Best Practice Principles
for TWSE/TPEx Listed Companies.
III. Whistleblowing system
(I)
Does the company have a specific whistleblowing and reward system stipulated, a
convenient report channel established and a responsible staff designated to handle
the individual being reported?
(II)
Has the company implemented any standard procedures and/or subsequent
(I) The Company has not formulated any concrete whisteblowing and
reward system. However, employees of the Company can make a report
to the management or HR unit through communication channels such as
the Company’s internal website and the complain mailbox of the HR
unit.
(I) Formulation of concrete
whistleblowing and reward
system will be discussed.

-49-

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Nonconformity to the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies, and reasons thereof
Yes No Summary
measures after carrying out an investigation or confidentiality measures for
handling reported misconduct?
(III) Has the company taken appropriate measures to protect the whistle-blower from
suffering any consequences of reporting an incident?
(II) Although the Company has not formulated relevant operational
procedures and confidentiality mechanism, the Company handles reports
with confidentiality.
(III) The Company protects the identity of the whistleblower.
(II) Formulation of relevant
operational procedures and
confidentiality mechanism will be
discussed.
(III) It has met the requirements
stipulated in the Ethical Corporate
Management Best Practice Principles
for TWSE/TPEx Listed Companies.
IV. Strengthening of Information Disclosure
Does the company have the contents of ethical corporate management and its
implementation disclosed on the website and MOPS?
The Company shall disclose its implementation status in the annual report as
required by the Regulations Governing Information to be Published in Annual
Reports of Public Companies,
and disclose the annual report on the
Company’s website: www.frg.com.tw.
It has met the requirements stipulated
in the Ethical Corporate Management
Best Practice Principles for
TWSE/TPEx Listed Companies.
V. For companies who have established Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please
describe the current practice and any deviations from the code of conduct:
The Company is still in the process of formulating Ethical Corporate Management Best Practice Principles and relevant rules.
VI. Other material information that helps to understand the practice of ethical management of the company: (e.g., the review and revision of the best-practice principles of the Company in ethical management)
The Company adheres to its philosophy of the 7 highest principles including ‘making a contribution to the society’, “being loyal and honest”, “being modest”, “being responsible”, “refinement”, “striving for success”
and “being grateful”. The Company requires all employees to abide by the spirit of these 7 principles and all laws and regulations as well as measures. Various employee rules have been formulated to ensure the
implementation of ethical management and law compliance.

-50-

Note 1: Regardless of clicking “yes” or “no”, it should be explained in the summary field.

  • (IX) If the Company established the corporate governance guidelines and related articles, please disclose the inquiry method: None.

  • (X) Other important information that is sufficient to enhance the understanding of the operation of corporate governance shall be disclosed all together:

  • As described in Chapter 3 (16) of this Article “Risk Management Policy and Organizational Structure of Formosan Rubber Group Inc.”

  • Further education of corporate governance for managerial officers and chief internal auditor:

Title Name Date of
Appointment
Date of the Continuing Education Date of the Continuing Education Organizer Course Name Hours of
Course
Whether the
Continuing
Education
Meets the
Requirements
(Note 1)
From To
President Hsu Zhen-
Ji
2019/06/05 2020/07/22 2020/07/22 Taiwan Academyof Bankingand Finance Class of corporategovernance and enterprise sustainable operation 6 Yes
2020/11/24 2020/11/24 Taiwan Corporate Governance Association Corporategovernance 3.0- sustainable development blueprint
General Auditor
(Discharged: December 31,
2020)
Liu Wen-
Zheng
2010/03/01 2020/09/18 2020/10/28 Securities and Futures Institute Internal Audit Course 12 Yes
Chief accounting officer Shi Ming-
De
2010/02/01 2020/06/18 2020/06/19 Accounting Research and Development Foundation 2020 Continuous Further Education of the Accounting Manager
Course
12 Yes

(Note 1) Whether continuing education hours, scope of continuing education, continuing education system, arrangement of continuing education and disclosure of information are in compliance as required in the “Regulations Governing Establishment of Internal

Control Systems by Public Companies”.

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  1. Continuing Education for Directors:
Title Name Date of
Appointment
Date of the Continuing Education Date of the Continuing Education Organizer Course Name Hours of
Course
Whether the
Continuing
Education Meets
the
Requirements
(Note 1)
From To
Chairperson Hsu Zhen-
Tsai
2019/06/05 2020/08/25 2020/08/25 Taiwan Corporate Governance Association Directors and supervisors’ responsibilityfor false financial statements 6 Yes
2020/09/04 2020/09/04 Securities and Futures Institute Discussion of employees and directors’ remuneration: starting from the
amendments to Article 14,Securities and Exchange Act.
Director and
President
Hsu Zhen-Ji 2019/06/05 2020/07/22 2020/07/22 Taiwan Academyof Bankingand Finance Class of corporategovernance and enterprise sustainable operation 6 Yes
2020/11/24 2020/11/24 Taiwan Corporate Governance Association Corporategovernance 3.0- sustainable development blueprint
Representative
of juristic-
person director
Hsu Zhen-
Xin
2019/06/05 2020/07/14 2020/07/14 Securities and Futures Institute How to innovate KPI and performance management in the digital economy
era
14 Yes
2020/07/16 2020/07/16 Analysis of Corporate Financial Information and Decision-Making
2020/07/22 2020/07/22 Analysis and responding practice to the international taxation trend under the
new version of corporategovernance blueprint.
2020/10/21 2020/10/21 Taiwan Institute of Directors Corporategovernance and familylegacychallenges faced byfamilybusiness
2020/12/15 2020/12/15 Association of TWSE/TPEx Listed Companies Focusingon the more investment to Taiwan bythe emergingindustries
Representative
of juristic-
person director
Hsu Wei-Zhi 2019/06/05 2020/08/27 2020/08/27 Securities and Futures Institute Keytechnologies and application opportunities of 5G 6 Yes
2020/09/24 2020/09/24 From the operation right battle, discuss how companies to plan stakes, and the
battlingstrategies in the meetings of Board of directors and shareholders
Representative
of juristic-
person director
Lin Kun-
Rong
2019/06/05 2020/08/05 2020/08/05 Securities and Futures Institute Discussion of intellectualpropertyrights: from trade secrets 6 Yes
2020/09/24 2020/09/24 From the operation right battle, discuss how companies to plan stakes, and the
battlingstrategies in the meetings of Board of directors and shareholders
Director He Min-
Chuan
2019/06/05 2020/12/17 2020/12/17 Taiwan Corporate Governance Association Corporategovernance and compliance 6 Yes
2020/12/24 2020/12/24 Prevention of insider trading
Independent
director
Xiao Sheng-
Xian
2019/06/05 2020/07/14 2020/07/14 Securities and Futures Institute Legal Risks and Responses to Major Corporate Malfeasance 6 Yes
2020/07/22 2020/07/22 Taiwan Academy of Banking and Finance Class of corporate governance and enterprise sustainable operation
Independent
director
Wu Chun-Lai 2019/06/05 2020/07/14 2020/07/14 Securities and Futures Institute Legal Risks and Responses to Major Corporate Malfeasance 6 Yes
2020/10/27 2020/10/27 Taiwan Corporate Governance Association ESG development trend and Social Responsible Investment (SRI)
Independent
director
Chen Zhu-
Sheng
2019/06/05 2020/07/07 2020/07/07 Securities and Futures Institute How do enterprises respond to the newly amended Labor Incident Act-
practical drills
18 Yes
2020/07/09 2020/07/09 Case studyof fraud enterprise’s financial statements
2020/07/14 2020/07/14 How to innovate KPI and performance management in the digital economy
era
2020/07/15 2020/07/15 Regulations and operationalpractice of audit committees
2020/07/16 2020/07/16 Analysis of Corporate Financial Information and Decision-Making
2020/08/05 2020/08/05 Discussion of intellectualpropertyrights: from trade secrets
  • (Note 1): Whether continuing education hours, scope of continuing education, continuing education system, arrangement of continuing education and disclosure of information are in compliance as required in the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies.”

-52-

4. Procedures for Handling Material Inside Information:

Procedures for Handling Material Inside Information Formosan Rubber Group Inc.

Established on the 11th meeting of the 17 Board

Article 1 (Purpose of these Procedures)

These Procedures are specially adopted to establish sound mechanisms for the handling and disclosure of material inside information by the Company, in order to prevent improper information disclosures and to ensure the consistency and accuracy of information released by the Company to the public.

Article 2 (Material inside information shall be handled in accordance with applicable laws and regulations and these Procedures)

The Company shall implement its handling and disclosure of material inside information in accordance with applicable laws and regulations, the rules and regulations of the Taiwan Stock Exchange Corporation (TWSE) or the Taipei Exchange (TPEx), and these Procedures.

Article 3 (Scope of application)

These Procedures shall apply to all directors, supervisors, managerial officers, and employees of this Corporation.

This Corporation shall ensure that any other person who acquires knowledge of this Corporation's material inside information due to their position, profession, or relationship of control shall comply with the applicable provisions of these Procedures.

Article 4 (Scope of material inside information)

For the purposes of these Procedures, the term "material inside information" refers to information that, with reference to the Securities and Exchange Act, other applicable laws and regulations, and the applicable rules and regulations of the TWSE or the TPEx, is defined as material inside information by the responsible unit in charge of handling of such information and is further approved by a resolution of the Board of Directors.

Article 5 (Responsible unit in charge of the handling of material inside information)

The Company has assigned the management division as the responsible unit with handling material inside information. The unit shall have the following functions and authorities:

  • I. Responsibility for formulating the drafts of these Procedures and any amendments to them.

  • II. Responsibility for receiving inquiries in connection with the methods of handling material inside information, and for consultation, review, and recommendations relating to these Procedures.

  • III Responsibility for receiving reports on unauthorized disclosures of material inside information and formulation of corresponding measures.

  • IV. Responsibility for designing a system for preserving all documents, files, electronic records, and other materials related to these Procedures.

  • V. Other activities related to these Procedures.

Article 6 (Confidentiality firewall operations - Personnel)

The Company's directors, supervisors, managerial officers, and employees shall exercise the due care and fiduciary duty of a good administrator and act in good faith when performing their duties, and shall sign confidentiality agreements.

No director, supervisor, managerial officer, or employee with knowledge of material inside information of this Corporation may divulge the information to others.

No director, supervisor, managerial officer, or employee of this Corporation may inquire about or collect any non-public material inside information of this Corporation not related to their individual duties from a person with knowledge of such information, nor may they disclose to others any non-public material inside information of this Corporation of which they become aware for reasons other than the performance of their duties.

Article 7 (Confidentiality firewall operations - Documents and information)

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Proper protection of confidentiality shall be given to files and documents containing the Company's material inside information when transmitted in written form. When transmitted by e-mail or other electronic means, such files and documents must be processed with appropriate security technology such as encryption or electronic signatures.

Files and documents containing the Company's material inside information shall be backed up and stored in a secure location.

Article 8 (Operation of confidentiality firewalls)

The Company shall ensure that the firewalls specified in the preceding two articles are established, and take the following additional steps:

  • I. Adopt adequate control measures for the firewalls and perform periodic testing.

  • II. Enhance measures for custody and maintaining the secrecy of files and documents containing non-public material inside information of this Corporation.

Article 9 (Confidentiality obligations of outside organizations and persons)

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

Article 10 (Principles of disclosure of material inside information)

The Company shall comply with the following principles when making external disclosures of material inside information:

  • I. The information disclosed shall be accurate, complete, and timely.

  • II. There shall be a well-founded basis for the information disclosure.

  • III The information shall be disclosed fairly.

Article 11 (Implementation of the spokesperson system)

Any disclosure of the Company's material inside information, except as otherwise provided by law or regulation, shall be made by this Corporation's spokesperson, or by a deputy spokesperson acting in such capacity in a confirmed sequential order. When necessary, the disclosure may be made directly by a responsible person of this Corporation.

The Company's spokesperson or deputy spokesperson shall communicate to outside parties only

information within the scope authorized by the Company, and no personnel of the Company's other than those serving as the Company's responsible person, spokesperson, or deputy spokesperson may disclose any material inside information of the Company's to outside parties without authorization.

Article 12 (Record of disclosure of material inside information)

The Company shall keep records of the following in respect of any disclosure of information to outside parties:

  • I. The person who discloses the information, the date, and the time.

  • II. How the information is disclosed.

III What information is disclosed.

  • IV. What written material is delivered.

  • V. Any other relevant details.

Application form for public announcements: please see Table 1 and Table 2

Article 13 (Response to false media coverage)

If a media agency releases information that is in any respect inconsistent with material information disclosed by this Corporation, the Company shall promptly issue a clarification on the Market Observation Post System (MOPS) and request the media agency to correct the information.

-54-

Article 14 (Reporting of unusual events)

Any director, supervisor, managerial officer, or employee of the Company that becomes aware of any unauthorized disclosure of the Company's material inside information shall report to the responsible unit and the internal audit department of the Company as soon as practicable.

Upon receipt of a report made pursuant to the preceding paragraph, the responsible unit shall formulate corresponding measures. When necessary, it may invite members from the internal audit and other departments to meet for discussion of the measures, and shall keep a record of the results of the measures for future reference. The internal auditors shall also perform such audits as their duties may require.

Article 15 (Disciplinary measures)

The Company shall take measures to discover those responsible and take appropriate legal action against any personnel under either of the following circumstances:

  • I. Personnel of the Company disclose material inside information without authorization to any outside party, or otherwise violate these Procedures or any other applicable law or regulation.

  • II. A spokesperson or deputy spokesperson of this Corporation communicates to any outside party any information beyond the scope authorized by the Company, or otherwise violates these Procedures or any other applicable law or regulation.

If any person outside the Company divulges any material inside information of the Company, thereby

causing damage to any property or interest of the Company, the Company shall pursue appropriate measures to hold the person divulging the information legally liable.

Article 16 (Internal controls)

These Procedures shall be incorporated into the Company's internal control system. The internal auditors shall keep themselves regularly informed of the status of compliance with these Procedures and shall prepare related audit reports, so as to ensure full implementation of the procedures for handling material inside information.

Article 17 (Awareness campaigns)

At least once per year, the Company shall conduct educational campaigns to promote awareness among all directors, supervisors, managerial officers, and employees with respect to these Procedures and related laws and regulations.

The Company shall also provide educational campaigns to new directors, supervisors, managerial officers, and employees in a timely manner.

Article 18

These Procedures, and any amendments to them, shall be implemented upon approval by the Board of Directors.

Article 19

These Operational Procedures were formulated on June 9, 2011

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  • (XI) The following shall also be disclosed in the implementation status of the internal control system: 1. Internal Control Statement.:

Formosan Rubber Group Inc. Internal Control Statement

Date: March 19, 2021

The following declaration was made based on the 2020 self-assessment of the Company’s internal control policies:

  • I. The Company is aware that the establishment, execution, and maintenance its internal control policies are the responsibilities the Company’s board of directors and managers; such policies were implemented throughout the Company. The purpose of the system is to reasonably ensure that the effectiveness and efficiency of operations (including profits, performance, and protecting the security of assets), reliability, timeliness, transparency, and regulatory compliance of reporting, as well as the compliance with applicable laws, regulations, and bylaws are achieved.

  • II. The internal control system is designed with inherent limitations. No matter how perfect the internal control system is, it can only provide a reasonable assurance to the fulfillment of the three objectives referred to above. Moreover, the effectiveness of the internal control system could be affected by the changes of environment and circumstances. However, a self-monitor mechanism is installed in the internal control system of the Company. The Company will make corrections once the deficiencies are identified.

  • III. The Company evaluates the design and execution of its internal control system based on the criteria specified in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations") to determine whether the existing system continues to be effective. The criteria defined in “the Regulations” include five elements depending on the management control process: 1. environment control; 2. risk assessment; 3. control process; 4. information and communication; and 5. supervision. Each element further encompasses several subelements. Please refer to “the Regulations” for details.

  • IV. The Company has adopted the said criteria to validate the effectiveness of its internal control system design and execution.

  • V. Basing on the aforementioned audit findings, the company holds that has reasonably preserved the achievement of the aforementioned goals within the aforementioned period ended on 2020.12.31 of internal control (including the monitoring over the subsidiaries), including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.

  • VI. The Statement of Declaration will be the major contents of the annual report and prospectus of the Company and to be publicly disclosed. Any illegalities such as misrepresentations or concealments in said published contents will be considered a breach of Articles 20, 32, 171, and 174 of the Securities and Exchange Act and incur legal responsibilities.

  • VII. This declaration was passed unanimously without objection by all 9 Directors present at the board meeting dated March 19, 2021.

Formosan Rubber Group Inc. Chairperson: Hsu Zhen-Tsai President: Hsu Zhen-Ji

-56-

  1. If an accountant is entrusted to perform a special audit on the internal control system, the audit report shall be disclosed: None.

  2. (XII) List of discipline, significant deficit and improvement status of violation of internal control system in most recent year and as of the publication date of the annual report

  3. (XIII) Major resolutions at shareholders meetings and Board of Directors meetings in most recent year and as of the publication date of the annual report: None.

  4. Review of the execution of the resolutions of the shareholders meeting:

The matters resolved by the previous shareholders meeting on June 12, 2020 have all been enforced according to the resolution; the review of the execution is as follows:

  • Importantresolutions Execution review

    1. Recognition of the motion of the Company’s 2019 business report and 1. The motion has been passed by all attending directors. financial report. 2. The motion was passed without objections after the chair 2. Recognition of the motion of the Company’s 2019 earnings consulted with all attending directors. distribution. July 11, 2020 was set as the ex-dividend date, and cash dividends were distributed on July 30, 2010 with a par value of NT$0.80 per share. The cash dividends have been distributed as scheduled.
    1. The change has been registered at the Ministry of Economic
    1. Motion of amendments to part of the provisions of the Company’s Affairs on July 1, 2020. “Article of Incorporation” has been approved. 4. The motion has been passed by all attending directors.
    1. Motion of amendments to part of the provisions of the Company’s “Rules of Procedure for Shareholders Meetings” has been approved.

2. Important resolutions of the Board of Directors’ meeting:

Date of important resolutions Important discussions Resolution
7th meeting of the 20th board
(February25, 2020)
No discussion items. None.
8th meeting of the 20th board
(March 20, 2020)
1.
Motion of planning to enforce the 24th repurchase of the
Company’s outstanding shares.
2.
Motion of 2019 remuneration to the Company’s employees,
directors and supervisors.
3.
Motion of the Company’s 2019 business report and financial
report.
4.
Motion of the Company’s 2019 earnings distribution.
5.
Motion of amendments to part of the provisions of the
Company’s “Article of Incorporation”.
6.
Amendments to part of the provisions of the Company’s “Rules
of Procedure for Shareholders Meetings”
1.
The motion has been approved by all
attending directors without any dissenting
opinion.
2.
The motion has been approved by all
attending directors without any dissenting
opinion.
3. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion, and was submitted for
recognition at the shareholders meeting.
4. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion, and was submitted for
recognition at the shareholders meeting.
5.
The motion has been approved by all
attending directors without any dissenting
opinion.
6.
The motion has been approved by all
attending directors without any dissenting
opinion.
7.
The motion has been approved by all
attendingdirectors without anydissenting

-57-

Date of important resolutions Important discussions Resolution
7. Motion of amendments to part of the provisions of the Company’s
“Rules of Procedure for Board of Directors’ Meetings” has been
approved.
8. Motion of amendments to part of the provisions of the Company's
Audit Committee Charter”.
9.
Motion of formulation of the Company's “Regulations
Governing the Board Performance Evaluation”.
10.
Motion of formulation of the Company's Rules of Corporate
Governance”.
11.
Relevant matters in connection with the Company’s convening
of 2020’s General Meeting of Shareholders.
12.
Motion of appointed CPAs’ fees.
13.
Motion of authorization for opening accounts at SinoPac
Securities and Masterlink Securities.
14. Motion of discussion of the Company’s investment preferred
stocks and best value offshore financial products.
15.
Motion of 2019 internal control system statement.
16. Motion of increasing the investment limit to NT$1 billion for
domestic TWSE/TPEx stocks.
opinion.
8.
The motion has been approved by all
attending directors without any dissenting
opinion.
9.
After amendments have been made, all
attending directors approved.
10.
After amendments have been made, all
attending directors approved.
11.
The motion has been approved by all
attending directors without any dissenting
opinion.
12.
The motion has been approved by all
attending directors without any dissenting
opinion.
13.
The motion has been approved by all
attending directors without any dissenting
opinion.
14.
The motion has been approved by all
attending directors without any dissenting
opinion.
15.
The motion has been approved by all
attending directors without any dissenting
opinion.
16.
The motion has been approved by all
attending directors without any dissenting
opinion.
9th meeting of the 20th board
(May 13, 2020)
1.
Motion of the consolidated financial report for the first quarter
of 2020.
2.
Motion of amending the “Managerial Operational Procedures of
Financial Statements Preparation Process”3. Motion of credit
limit with corresponding banks.
4. Motion of the 2019 Dragon Boat Festival bonus for the Company
and the subsidiary Ban Chien Development.5. Motion of the
distribution of the Company’s 2019 remuneration to directors,
supervisors, and employees.6. Motion of discussion of the Company’s
investment in best value offshore financial products.
1. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
2.
The motion has been approved by all
attending directors without any dissenting
opinion.
3.
The motion has been approved by all
attending directors without any dissenting
opinion.
4.
The motion has been approved by all
attending directors without any dissenting
opinion.
5.
The motion has been approved by all
attending directors without any dissenting
opinion.
6.
The motion has been approved by all
attendingdirectors without anydissenting

-58-

Date of important resolutions Important discussions Resolution
opinion.
10th meeting of the 20th board
(June 12, 2020)
1. Motion to determine the base date of capital decrease for cancelling
the 24th treasury shares.
2. Motion of discussion of the Company’s investment in best value
offshore financial products.
Motion to authorize the account-openingin E. Sun Bank
1. The motion has been approved by all attending
directors without any dissenting opinion, and
submitted for report to the shareholders
meeting.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. The motion has been approved by all attending
directors without any dissenting opinion.
11th meeting of the 20th board
(July 17, 2020)
1. 1. The Company disposed No. 100, Hueizhong Rd., Sec. 1,
Taichung City and parking lot No. 64 to a related party.
2. Motion of dissolution and liquidation of the subsidiary, Da-Guan
Recreation Company
3. Established the “Operational Procedures for Buying Back the
Company’s Shares”
4. Motion of semi-annual performance settlement and rewards and
punishments for the Production Department turning deficit into
profit.
5. Motion to subscribe Allianz Global Investors Preferred Securities
and Income Fund
1. The chair recused himself as he is a related
party; Independent Director, Xiao Sheng-Xian,
was appointed as the deputy chair.
Three directors, Hsu Zhen-Ji, Hsu Zhen-Xin
and Hsu Zhen-Tsai, recused themselves from
discussion and voting due to conflict of
interest, as required by laws. The remaining
six directors unanimously approved.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. The motion has been approved by all attending
directors without any dissenting opinion.
4. The motion has been approved by all attending
directors without any dissenting opinion.
5. The motion has been approved by all attending
directors without any dissenting opinion.
12th meeting of the 20th board
(August 12, 2020)
1. Motion of the 2020 second quarter of the Company’s consolidated
financial report.
1. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissentingopinion.
13th meeting of the 20th board
(September 25, 2020)
1. Motion to purchase the land at Qiaoshui Section in Logntan,
Taoyuan.
2. Motion of authorizing acquisition or disposal of financial asset
negotiable securities (Ban Chienproject included).
1. The motion has been approved by all attending
directors without any dissenting opinion.
2. The motion has been approved by all attending
directors without any dissenting opinion.
14th meeting of the 20th board
(November 10, 2020)
1. Motion of the consolidated financial report for the third quarter of
2020.
2. Motion to authorize the account-opening in Cathay United Bank
and E. Sun Bank (Singapore Branch)
3. Motion of donation to Formosan Rubber Charity Foundation
1. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. Four directors, Hsu Zhen-Ji, Hsu Zhen-Xin,
Hsu Zhen-Tsai, and He Min-Chuan recused

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Date of important resolutions Important discussions Resolution
4. New recommendation of underlying overseas financial asset
investments
themselves from discussion and voting as they
are related parties; other remaining directors
unanimously have approved the motion
without any dissenting opinions.
4. The motion has been approved by all attending
directors without anydissentingopinion.
15th meeting of the 20th board
(December 25, 2020)
1. Motion of the 2020 year-end bonus for the Company and the
subsidiary Ban Chien Development.
2. Motion of 2021 remunerations for president, deputy president and
managerial officers.
3. Motion of 2021 internal control system and audit plans.
4. Motion of 2021 business plan (submitted and reported by each
department’s budget)
5. Motion of hiring the audit officer and consultant.
1. The motion has been approved by all attending
directors without any dissenting opinion.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
4. The motion has been approved by all attending
directors without any dissenting opinion.
5. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissentingopinion.
16th meeting of the 20th board
(November 29, 2021)
1. Motion of retirement of the vice president
2. Motion of assigning a director to the subsidiary (Ban Chien) and
his remuneration.
3. Motion to appoint the spokesperson and deputy spokesperson
4. Motion to promote a manager in the Construction Department and
his remuneration
5. Motion of credit limit with corresponding banks.
6. Discussion of the disbursement of the performance bonus to the
Production Department
7. 2020 Motion of discussing the performance bonus for the financial
asset investmentproject of Ban Chien.
1. The motion has been approved by all attending
directors without any dissenting opinion.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. The motion has been approved by all attending
directors without any dissenting opinion.
4. The motion has been approved by all attending
directors without any dissenting opinion.
5. The motion has been approved by all attending
directors without any dissenting opinion.
6. The motion has been approved by all attending
directors without any dissenting opinion.
7. The motion has been approved by all attending
directors without anydissentingopinion.
17th meeting of the 20th board
(March 19, 2021)
1. Motion of the Company’s 2020 business report and financial report.
2. Motion of distributing remunerations to directors and employees
for 2020
3. Motion of Dragon Boat Festival bonus
4. Motion of the Company’s 2020 earnings distribution.

1. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion, and was submitted for
recognition at the shareholders meeting.
2. The motion has been approved by all attending
directors without any dissenting opinion.
3. The motion has been approved by all attending
directors without any dissenting opinion.
4. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion, and was submitted for
recognition at the shareholders meeting.

-60-

Date of important resolutions Important discussions Resolution
5. Relevant matters in connection with the Company’s convening of
2021’s General Meeting of Shareholders.
6. Motion of appointed CPAs’ fees.
7. Motion of that Baker Tilly Clock & Co intended to adjust the
CPAs.
8. Motion of adjustment of underlying overseas financial asset
investments
9. Motion of performance, reward and punishment for each
department and project.
10. Motion of 2020 internal control system statement.
11. Motion of amendments to part of the provisions of the Company’s
“Regulations of Electing Directors”.
12. Motion of amendments to part of the provisions of the Company’s
“Rules of Procedure for Shareholders Meetings”.
13. Motion of amendments to part of the provisions of the Company’s
“Rules of Procedure for Board of Directors’ Meetings”.
14. Motion of amendments to part of the provisions of the Company's
Audit Committee Organizational Rules”.
15. Motion of amendments to part of the provisions of the Company’s
“Regulations Governing the Board Performance Evaluation”.
16. Motion of amendments to part of the provisions of the Company's
Remuneration Committee Organizational Rules”.
17. Motion of amendments of part of the Company’s “Operational
Procedures for “Acquisition or Disposal of Assets” has been
approved.
5. The motion has been approved by all attending
directors without any dissenting opinion.
6. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
7. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
8. The motion has been approved by all attending
directors without any dissenting opinion.
9. The motion has been approved by all attending
directors without any dissenting opinion.
10. After the motion has been delivered to the
Audit Committee for review, it was approved
by all attending directors without any
dissenting opinion.
11. The motion has been approved by all attending
directors without any dissenting opinion, and
submitted for discussion in the shareholders
meeting.
12. The motion has been approved by all attending
directors without any dissenting opinion, and
submitted for discussion in the shareholders
meeting.
13. The motion has been approved by all attending
directors without any dissenting opinion.
14. The motion has been approved by all attending
directors without any dissenting opinion.
15. The motion has been approved by all attending
directors without any dissenting opinion.
16. The motion has been approved by all attending
directors without any dissenting opinion.
17. The motion has been approved by all attending
directors without any dissenting opinion, and
submitted for discussion in the shareholders
meeting.
  • (XIV) Any other documented objections or qualified opinions raised by directors or supervisors against board resolutions in relation to matters, and their content in most recent year and as of the publication date of the annual report: None.

-61-

(XV) Resignation or discharge of chairperson, president and managerial staff of accounting, finance, internal audit, chief corporate governance officer and research and development in most recent year and as of the printed date of the annual report

Title Name Date of
Inauguration
Date of
Discharged
Reason of
Resignation or
Discharge
Internal Audit
Officer
Liu Wen-Zheng 2010/03/01 2020/12/31 Reappointment to
otherposition

(XVI) Risk Management Policy and Organizational Structure of Formosan Rubber Group Inc. (1) Description of the Company's risk management policy

1 The risk management policy has been enacted for the Company to strengthen internal control and and improve corporate risk
management,includingrisk detection,assessment,reportingand how to handle risks.,
2 The Company has set up a 3-level risk management organization. Specific operating method has been formulated from
responsibilities of main departments→audit office→Board of Directors with a set goal of achieving risk control for all
employees from all aspects.
3 The Company has set up a 3-level risk management organization (main departments→audit office→Board of Directors) and
specific operatingmethod has been formulated with agoal of achievingrisk control for all employees from all aspects.
4 As a means to improve the transparency of information disclosure for “risk control”, the Company discloses information in
terms of its organization and operation of risk management policy, important risk assessments and risk management on the
website and in the annual report as required bythe competent authority.
(2) Important risk assessments for risk (2) Important risk assessments for risk management management
0 Designated items
for information
disclosure
0-1 External factors such as exchange rate, interest rate, inflation, law and politics, causing the risk of
segment loss.
1 Risk of business
or service
1-1 Poor quality of business or service. Compensation risk of delivery disputes (such as incompliance of
specifications)or violation of the law(such aspoison or infringement)
1-2 Compensation risk of business or service production process (such as environmental pollution or
accidents)
1-3 Risks directly or indirectly causes business or service loss due to misplacement of business or service
personnel’s duties/concurrentjob/ salary/ assessment
2 Risk of finance 2-1 Accounts receivable with insufficientguarantee or collection andpayment
2-2 Accumulated loss unrecognized thisyear
2-3 Engaging in risk operation specified by the Securities and Exchange Bureau (such as lending funds to
others, providing endorsement for others, financial operation of derivatives and related party
transactions).
3 Risk of assets 3-1 Risks of disasters (such as fires or explosion) or natural disasters (such as floods, windstorms and
earthquakes.
3-2 Risks of vandalism or theft

(3) Organizational Operation of Risk Management

Organizational Risk
Management
Level 1 Level 2 Level 3
Responsible
department
Main departments Audit Office Board of Directors
Operation method When carrying out daily control activities or self-
assessments on annual important risk assessment
items, departmental management risks, if
occurrence estimates of management risks is
moderate - high, such important risk assessment
item and its measures to reduce operating risks
shall be reported to the Organizational Risk
Management at Level 2 and Level 3. It shall be
included in the next year’s internal control
system amendment.
When carrying out a risk self-assessment on the
departmental operations or performing an annual
audit plans, if the operating risk estimate
occurrence is moderate - high of the level 1 of
Organizational Risk Management, such
important risk assessment item and its measures
to reduce operating risks shall be included in the
next year’s internal control system amendment
and audit plan adjustment. It shall also be
reported to the Organizational Risk Management
at Level 3.
In terms of
Organizational Risk
Management at Level 1
and Level 2, it is
submitted to the next
year’s internal control
system amendment and
audit plan adjustment
according to the risk
management items
listed and shall be
implemented upon
approval.

-62-

V. Information Regarding the Company’s Audit Fees:

(I) Information of Audit Fee

Name of the Accounting
Firm
Name of the CPAs Name of the CPAs Audit Period Remarks
Baker Tilly Clock & Co Clock
& Co.
Zhou
Yin-Lai
Wu Xin-
Liang
2020.01.01~2020.12.31

Note: If the Company has changed the CPAs or the accounting firm this year, please indicate the audit period separately, and explain the reason for the replacement in the Remarks field.

Breakdown of CPA Professional Fees

Unit: NT$ thousand

Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Fee Item
Price Range
Audit Fee Audit Fee Audit Fee Non-Audit
Fee
Non-Audit
Fee
Non-Audit
Fee
Total Total
1 Below NT$2,000 V V
2 NT$2,000 thousand (inclusive) - 4,000
thousand
V
3 NT$4,000 thousand (inclusive) - NT$6,000
thousand
4 NT$6,000 thousand (inclusive) - NT$8,000
thousand
5 NT$8,000 thousand (inclusive) - NT$10,000
thousand
6 NT$10,000,000 (inclusive) and above
Information Regarding the Company’s Audit Fees
Baker Tilly Zhou Yin-Lai January 1, 2020 Review the annual report for
AGM, English translation of 2020
consolidated financial statements,
and English translation of 2020
parent-only financial statements
Clock & Co
Clock & Co.
Wu Xin-Liang 1,980 0 0 0 190 190 V December 31,
2020

Note 1: If the Company has changed the CPAs or the accounting firm this year, please indicate the audit period separately, and explain the reason for the replacement in the Remarks field and disclose the audit and non-audit profession fees and other information.

  • Note 2: Please list the service items for non-audit fees. If “other” reaches 25% or more of the total amount of non-audit fees, its content of service shall be disclosed in the Remarks field.

  • (II) Audit fee for the change of accounting firms paid in the year is less than the previous year, the decreased amount, percentage and reason of the audit fee shall be disclosed: None.

  • (III) Over 10% decrease in audit fee on a year-to-year basis, the decreased amount, percentage and reason of the audit fee shall be disclosed: None.

VI. Replacement of CPA:

  • (I) Regarding the former CPAs
Approved by the Board of Directors on March 19, 2021 Approved by the Board of Directors on March 19, 2021 Approved by the Board of Directors on March 19, 2021
Due to the internal organization adjustment and needs of work deployment of the
accounting firm, the original CPAs certified the Company’s financial statements,
Zhou Yin-Lai and Wu Xin-Liang, were replace by Zhou Yin-Lai and Lai, Yung-Chi
fromQ1,2021.
Party
Situation
CPA The Company
Voluntarily
ended
the
engagement
Not applicable

-63-

further engagement, or the
company that terminated or
discontinued the engagement.
Declined
(discontinue)
further engagement
Declined
(discontinue)
further engagement
Any audit report expressing
other than an unqualified
opinion during the 2 most
recent years, furnish the
opinion and reason
Not applicable
Disagreement with the issuer Yes Accounting principles or practices
Financial report disclosure
Auditingscope orprocedure
Others
None ˇ
Description Not applicable
Additional Disclosures
(Circumstances to be disclosed
as specified in Subparagraph
1-4 to 1-7, Paragraph 6, Article
10 of the Regulations)


None

(II) Regarding the successor CPAs

Name of the AccountingFirm Baker TillyClock & Co Clock & Co.
Name of the CPAs Zhou Yin-Lai and Lai,Yung-Chi
Date of Appointment Approved bythe Board of Directors on March 19,2021
Prior to the formal engagement, any
consultancy regarding the accounting
treatment of or application of accounting
principles to a specified transaction, or the
type of audit opinion that might be rendered
on the financial report
Not applicable
The
written
comment
regarding
the
disagreement of the successor CPAs to the
former CPAs


Not applicable

(III) The reply of the former CPAs regarding the Subparagraph 1 and 2-3, Paragraph 6, Article 10 of the Regulations: not applicable.

VII. Any of the Company’s chairperson, president, or managerial officer in charge of finance or accounting held a position in the CPA’s firm or its affiliates in the most recent year: None.

-64-

VIII. Changes in shareholding and shares pledged by directors, managerial officers and shareholders with 10% shareholdings or more in most recent year and as of the publication date of the annual report

(I) Changes in shareholding by directors and managers and major Shareholders

Title Name 2020 2020 Year-to-date as at April 13,2021 Year-to-date as at April 13,2021
Net Change in Shareholding Net Change in Shares Pledged Net Change in Shareholding Net Change in Shares
Pledged
Chairperson Hsu Zhen-Tsai 0 0
0

0
Director Hsu Zhen-Ji 0 0
0

0
Director Hallmark Int'l Co.,Ltd. 0 0
0

0
Director Ruifu Construction Co.,Ltd. 0 0
0

0
Director Hohe Construction Co.,Ltd. 1,163,000 (569,434) 246,000 0
Director He Min-Chuan (1,000) 0 0 0
Independent director Xiao Sheng-Xian 0 0
0

0
Independent director Chen Zhu-Sheng 0 0
0

0
Independent director Wu Chun-Lai 0 0
0

0
President Hsu Zhen-Ji 0 0
0

0
Vice President JiangRui-Tang (retired on March 1,2021) 0 0
0

0
Managerial Officer Hsiao Zheng-Zhong 0 0
0

0
Managerial Officer HuangHui Xian 0 0
0

0
General Auditor Liu Wen-Zheng (discharged on December 31,2020) 0 0 0 0
Chief financial officer Lin Shi-Zhe 0 0
0
0
Chief accountingofficer Shi Ming-De 0 0
0

0

(II) Information on transfer of equity where the counterparts are related parties: No transfers or equity; therefore, not applicable.

(II) Information on pledge of equity where the counterparts are related parties: not applicable.

-65-

IX. Top 10 shareholders who are related parties, spouses, or within second-degree of kinship to each other: Relationships among top-10 shareholders

Serial
number
Name (Note 1) Shares Held I n Own Name Shares Held by Spouse and
Underage Children
Shares Held by Spouse and
Underage Children
Number
Under A
of Shares Held
nother Person's
Name
Names and Relationship of Top 10 Shareholders who are Related Parties,
Spouses or Within Second-Degree of Kinship to Each Other (Note 3)
Names and Relationship of Top 10 Shareholders who are Related Parties,
Spouses or Within Second-Degree of Kinship to Each Other (Note 3)
Remarks
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number
of
Shares
Shareholding
Percentage
Title (or Name) Relation
1 Ruifu Construction Co.,Ltd. 34,070,754
9.95%
0 0% 0 0% None Not applicable None
Representative: Hsu Zhen-Ji 4,597 0.00% 64,800 0.02% 0 0%
2 Chengxi Investment Co.,Ltd. 17,491,989
5.11%
0 0% 0 0% Quanxinfeng Co., Ltd./Ascend
Gear International Inc.
Hsu Mei-Lun
Representatives of institutional
shareholders are relatives within second-
degree of kinship
Relatives bymarriage
None
Representative: Yang Xun-Wen 0 0% 1,947,781 0.57% 0 0%
3 Ascend Gear International Inc. 17,079,047
4.99%
0 0% 0 0% Quanxinfeng Co., Ltd./Chengxi
Hsu Mei-Lun
Representatives of institutional
shareholders are relatives within second-
degree of kinship
Relatives bymarriage
None
Representative: Chen Hui-Jin 327,300 0.10% 4,067,488 1.19% 0 0%
4 Hohe Construction Co.,Ltd. 13,586,726
3.97%
0 0% 0 0% None Not applicable None
Representative: Lin Kun-Rong 24,300 0.01% 0 0% 0 0%
5 Hsu Mei-Lun 9,596,720
2.80%
0 0% 0 0% Chengxi/Quanxinfeng Co.,
Ltd./Ascend Gear International
Inc.
Director and representative of institutional
shareholders are relatives within second-
degree of kinship
None
6 QuanxinfengCo.,Ltd. 8,942,410 2.61% 0 0% 0 0% Chengxi/Ascend Gear
International Inc.
Hsu Mei-Lun
Representatives of institutional
shareholders are relatives within second-
degree of kinship
Relatives bymarriage
None
Representative: Hsu Zhen-Xin 2,754,912 0.80% 0 0% 0 0%
7 Citi (Taiwan) Commercial Bank
is entrusted with the custody of
the Norges Bank
Investment account
4,905,980 1.43% 0 0% 0 0% None Not applicable None
8 Ren-Yu Investment Limited 4,323,000 1.26% 0 0% 0 0% None Not applicable None
9 JPMorgan Chase Bank Taipei
Branch is entrusted with the
custody of Vanguard Group
Company Manager's Vanguard
Global Market Stock Index Fund
Special Account
4,084,135 1.19% 0 0% 0 0% None Not applicable None
10 He Min-Chuan 3,405,274
0.99%
260
0.00%
0 0.00% None Not applicable None
Note 1: List the top 10 shareholders. List both the titles of the shareholders and the names of the representatives for institutional shareholders.
Note 2: The calculation of proportion of shareholding shall be the holding by the person, spouse, and dependents or in the name of a third party separately.
Note 3: The aforementioned shareholders for disclosure shall include institutional shareholders and natural persons, with the relations between the shareholders as required by the Criteria for the Compilation of
Financial Statements by Securities Issuers.

-66-

X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly controlled entities on the same investee:

X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
X. Number of shares held and shareholding percentage of the Company, the Company's directors, supervisors, managerial officers and directly or indirectly
controlled entities on the same investee:
Unit: Share; %; December 31, 2020
Invested Business
(Note 1)
The Company’s investment Investments by the Directors, supervisors, managerial
officers, and companies directly or indirectly
controlled bythe Company
Combined investment
Shares/units Shareholding Percentage
(%)
Shares/units Shareholding Percentage
(%)
Shares/units Shareholding Percentage
(%)
Banjian Development Co., Ltd.
Ruifu Development Co., Ltd.
Fenghe Development Co., Ltd.
Hohe Construction Co., Ltd.
FRG US CORP.
TRIMOSA HOLDINGS LLC (Note 2)
KINGSHALE INDUSTRIAL LIMITED
Formosan Chemical Ind. Corp.
Formosan Glass & Chemical Industrial Co.
Ningbo Formosan Rubber Group Inc. (Note 2)
Brightek Optoelectrnic Co., Ltd.
Huaku Development Co., Ltd.
Sinopac Financial Holdings Company Limited.
Formosa Chemicals & Fibre Corporation
Taiyang Co., Ltd.
ShineMore Technology Materials Co., Ltd.
Formosa Plastics Corp.
Nan Ya Plastics Corporation
Grand Fortune Securities Co., Ltd.
Yuji Venture Capital Co., Ltd.
The Eslite Corporation
Far EasTone Telecommunications Co., Ltd.
56,000,000
48,260
3,990,000
7,597,927
7,526,000
14,964,052 (USD)
9,999
22,516
9,795
71,927(NTD thousand)
267,241
1,325,000
35,969,700
4,599,170
111,395
1,158,250
583,000
3,847,900
690,000
2,250,000
1,604,379
2,210,000
100.00
48.26
39.90
26.20
100.00

14.67
99.99
2.25
5.02
12.86
0.44
0.48
0.32
0.08
1.24
3.05
0.01
0.05
0.28

10.00
1.65
0.07
0
42,160
328,333
13,248,101
0

7,482,025 (USD)
0
0
0
0
0
0
42,062,322
0
0
118,250
0
0
0

0
0
0
0.00
42.16
3.28
45.68
0

7.34
0
0
0
0
0
0
0.37
0
0
0.16
0
0
0

0
0
0
56,000,000
90,420
4,318,333
20,846,028
7,526,000

22,446,077 (USD)
9,999
22,516
9,795
71,927(NTD thousand)
267,241
1,325,000
78,032,022
4,599,170
111,395
1,276,500
583,000
3,847,900
690,000

2,250,000
1,604,379
2,210,000
100.00
90.42
43.18
71.88
100.00

22.01
99.99
2.25
5.02
12.86
0.44
0.48
0.69
0.08
1.24
1.68
0.01
0.05
0.28

10.00
1.65
0.07
Far Eastern Department Stores Ltd.
Far Eastern New Century
Tashee Recreation Co., Ltd. - Preferred stock
ASUSTeK Computer Inc.
WPG Holding Co Ltd.
Farglory Construction Co., Ltd.
Class B preference share, Shin Kong Financial
Holding Co., Ltd
Bank of America Corporation (BAC)
Citigroup Inc.
Continental Holdings Ltd.
Formosa Petrochemical Corp.
Pegatron Corporation
Chong Hong Construction Co., Ltd.
5,266,447
4,101,761
1
200,000
283,600
1,254,000
666,000
14,000
4,000
2,205,000
1,678,000
1,577,000
842,000
0.37

0.08

0.03
0.02
0.16
0.01
0.00
0.00
0.27
0.02
0.06
0.29
0

0
0
0
0
380,000
0
0
0
0
0
0
904,000
0

0
0
0
0
0.05
0
0
0
0
0
0
0.31
5,266,447

4,101,761
1
200,000
283,600
1,634,000
666,000
14,000
4,000
2,205,000
1,678,000
1,577,000
1,746,000
0.37

0.08

0.03
0.02
0.21
0.01
0.00
0.00
0.27
0.02
0.06
0.60

-67-

Invested Business
(Note 1)
The Company’s investment The Company’s investment Investments by the Directors, supervisors, managerial
officers, and companies directly or indirectly
controlled bythe Company
Investments by the Directors, supervisors, managerial
officers, and companies directly or indirectly
controlled bythe Company
Combined investment
Shares/units Shareholding Percentage
(%)
Shares/units Shareholding Percentage
(%)
Shares/units Shareholding Percentage
(%)
E.SUN Financial Holding Co., Ltd.
Allianz Global Investors Preferred Securities and
Income Fund
Allianz Global Investors Income and Growth Fund
NN(L) US Credit X Cap USD
AB International Technology Portfolio
AB American Growth Portfolio
AT&T Inc. Corporate Bond II
AT&T Inc. Corporate Bond VI
Ford Motor Company
Delta Air Lines Inc.
Taiwan Cement Corp.
MiTAC International Corporation
Yuanta Financial HoldingCo.,Ltd.
1,630,419
997,009
91,159
202
10,490
21,346
680.000
630,000
500,000
250,000
0
0
0
0.01









0
0
0
0
0
0
0
0
0
0
0
0
0
420,006
224,000
208,000
0
0
0
0
0
0
0
0
0
0
0.01
0.02
0.00
1,630,419
997,009
91,159
202
10,490
21,346
680.000
630,000
500,000
250,000
420,006
224,000
208,000
0.01









0.01
0.02
0.00

Note 1: Refers to the Company's long-term or short-term investment. Note 2: The number for unissued shares is listed as their original investment amount.

-68-

IV. Funding Status

I. Capital and Shares:

II. Corporate Bonds

III. Preferred Stocks:

  • IV. Global Depository Receipts

  • V. Employee Stock Options

VI. New Restricted Employee Shares

VII. New Shares Issued for Merger or Acquisition (including mergers, acquisitions, and demergers)

VIII. Progress on Planned Use of Capital:

-69-

I. Capital and Shares:

(I) Source of Capital

Formation of Capital

Unit: NTD/Share

Unit: NTD/Share Unit: NTD/Share Unit: NTD/Share
Year/Month Issue
Price
Authorized capital Paid-upcapital Remarks
Number of Shares Amount Number of Shares Amount Source of Capital Paid in
Properties Other
Than Cash
Others
January
1963
10 240,000
2,400,000

240,000

2,400,000
Partnership was registered in 1952 when founded; it became a
companyin 1963
None
August
1964
10 500,000
5,000,000

500,000

5,000,000
Cash Capital Increase - NT$2,600,000 None
August
1966
10 1,200,000
12,000,000

1,200,000

12,000,000
Cash Capital Increase - NT$7,000,000 None
June 1970 10 1,800,000
18,000,000

1,800,000

18,000,000
Cash Capital Increase - NT$6,000,000 None
August
1971
10 3,000,000
30,000,000

3,000,000

30,000,000
Cash Capital Increase - NT$12,000,000 None
October
1972
10 6,000,000
60,000,000

6,000,000

60,000,000
Cash Capital Increase - NT$30,000,000 None
September
1973
10 8,000,000
80,000,000

8,000,000

80,000,000
Cash Capital Increase - NT$20,000,000 None
January
1974
10 10,000,000
100,000,000

10,000,000

100,000,000
Cash Capital Increase - NT$20,000,000 None
December
1974
10 11,500,000
115,000,000

11,500,000

115,000,000
Capital Reserve to Increase Capitalization - NT$15,000,000 None
December
1975
10 14,500,000
145,000,000

14,500,000

145,000,000
Cash Capital Increase - NT$10,000,000, Capital Reserve to Increase
Capitalization - NT$20,000,000
None
September
1978
10 16,000,000
160,000,000

16,000,000

160,000,000
Capitalization of Retained Earnings - NT$15,000,000 None
October
1979
10 19,000,000
190,000,000

19,000,000

190,000,000
Capitalization of Retained Earnings - NT$30,000,000 None
September
1980
10 22,500,000
225,000,000

22,500,000

225,000,000
Cash Capital Increase - NT$15,000,000, Capitalization of Retained
Earnings - NT$20,000,000
None
December
1983
10 36,000,000
360,000,000

36,000,000

360,000,000
Cash Capital Increase - NT$135,000,000 None Approved under Taiwan-Finance-Securities-(1) 2777 dated
December 17,1983(1983)
October
1985
10 42,353,000
423,530,000

42,353,000

423,530,000
Cash Capital Increase - NT$63,530,000 None Approved under Taiwan-Finance-Securities-(1) 304 dated
October 29,1985
November
1986
10 66,000,000
660,000,000

60,003,000

600,030,000
Cash Capital Increase - NT$136,500,000, Capital Reserve to Increase
Capitalization - NT$40,000,000
None Approved under Taiwan-Finance-Securities-(1) 13053 dated
September 23,1986(1986)
September
1987
10 66,000,000
660,000,000

66,000,000

660,000,000
Cash Capital Increase - NT$59,970,000 None Approved under Taiwan-Finance-Securities-(1) 3440 dated
August 7,1987
November
1988
10 76,000,000
760,000,000

76,000,000

760,000,000
Cash Capital Increase - NT$100,000,000 None Approved under Taiwan-Finance-Securities-(1) 08958 dated
August 26,1988(1988)
December
1989
10 130,000,000
1,300,000,000

130,000,000

1,300,000,000
Cash Capital Increase - NT$375,000,000, Capitalization of Retained
Earnings - NT$145,200,000, Capital Reserve to Increase Capitalization
- NT$19,800,000
None Approved under Taiwan-Finance-Securities-(1) 02539 dated
December 19, 1989 (1989)
October
1991
10 180,000,000
1,800,000,000

156,000,000

1,560,000,000
Capitalization of Retained Earnings - NT$130,000,000, Capital
Reserve to Increase Capitalization - NT$130,000,000
None Approved under Taiwan-Finance-Securities-(1) 02944 dated
October 11,1991(1991)
July 1993 10 180,000,000
1,800,000,000

180,000,000

1,800,000,000
Capital Reserve to Increase Capitalization - NT$240,000,000 None Approved under Taiwan-Finance-Securities-(1) 30829 dated
July31,1993(1993)
September
1994
10 234,000,000
2,340,000,000

207,000,000

2,070,000,000
Capital Reserve to Increase Capitalization - NT$270,000,000 None Approved under Taiwan-Finance-Securities-(1) 32558 dated
September 7,1994(1994)

-70-

Year/Month Issue
Price
Authorized capital Authorized capital Paid-upcapital Paid-upcapital Remarks Remarks Remarks
Number of Shares Amount Number of Shares Amount Source of Capital Paid in
Properties Other
Than Cash
Others
March 1995
10
234,000,000
2,340,000,000

234,000,000

2,340,000,000
Cash Capital Increase - NT$270,000,000 None Approved under Taiwan-Finance-Securities-(1) 55170 dated
March 16,1995(1995)
June 1995 10 269,100,000
2,691,000,000

269,100,000

2,691,000,000
Capitalization of Retained Earnings - NT$135,720,000, Capital
Reserve to Increase Capitalization - NT$215,280,000
None Approved under Taiwan-Finance-Securities-(1) 37123 dated
June 23,1995(1995)
July 1996 10 285.246,000
2,852,460,000

285.246,000

2,852,460,000
Capital Reserve to Increase Capitalization - NT$161,460,000 None Approved under Taiwan-Finance-Securities-(1) 41715 dated
July10,1996(1996)
June 1997 10 373,770,600
3,737,706,000

313,770,600

3,137,706,000
Capital Reserve to Increase Capitalization - NT$285,246,000 None Approved under Taiwan-Finance-Securities-(1) 51629 dated
June 27,1997(1997)
June 1998. 10 411,423,072
4,114,230,720

351,423,072

3,514,230,720
Capital Reserve to Increase Capitalization - NT$376,524,720 None Approved under Taiwan-Finance-Securities-(1) 54404 dated
June 22,1998(1998)
June 1999 10 435,319,840
4,353,198,400

375,319,840

3,753,198,400
Capital Reserve to Increase Capitalization - NT$238,967,680 None Approved under Taiwan-Finance-Securities-(1) 54833 dated
June 11,1999(1999)
June 2000 10 457,088,390
4,570,883,900

397,088,390

3,970,883,900
Capital Reserve to Increase Capitalization - NT$217,685,500 None Approved under Taiwan-Finance-Securities-(1) 50705 dated
June 13,2000(2000)
July 2003 10 457,088,390
4,570,883,900

389,869,390

3,898,693,900
Cancellation of Treasury Shares NT$72,190,000 None Approved under Taiwan-Finance-Securities-(3) 0920134406
dated July25,2003
July 2004 10 680,000,000
6,800,000,000

385,264,400

3,852,643,900
Cancellation of Treasury Shares NT$46,050,000 None Approved under Letter No. Jing-Shou-Shang-09301112810
dated July9,2004
April 2005 10 680,000,000
6,800,000,000

461,767,899

4,617,678,990
Conversion of Corporate Bonds to Common Shares - NT$765,035,090 None Approved under Taiwan-Finance-Securities-(3) 09401061520
dated April 15,2005
July 2005 10 680,000,000
6,800,000,000

469,023,521

4,690,235,210
Conversion of Corporate Bonds to Common Shares - NT$72,556,220 None Approved under Taiwan-Finance-Securities-(3) 09401130940
dated July15,2005
October
2005
10 680,000,000
6,800,000,000

475,812,986

4,758,129,860
Conversion of Corporate Bonds to Common Shares - NT$67,894,650 None Approved under Taiwan-Finance-Securities-(3) 09401210150
dated October 20,2005
December
2005
10 680,000,000
6,800,000,000

455,812,986

4,558,129,860
Cancellation of treasury shares NT$200,000,000 None Approved under Taiwan-Finance-Securities-(3) 09401260020
dated December 16,2005
January
2006
10 680,000,000
6,800,000,000

455,828,023

4,558,280,230
Conversion of Corporate Bonds to Common Shares - NT$150,370 None Approved under Taiwan-Finance-Securities-(3) 09501016010
dated January26,2006
March 2006
10
680,000,000
6,800,000,000

452,980,023

4,529,800,230
Cancellation of Treasury Shares NT$28,480,000 None Approved under Taiwan-Finance-Securities-(3) 09501036310
dated March 6,2006
April 2006 10 680,000,000
6,800,000,000

467,303,329

4,673,033,290
Conversion of Corporate Bonds to Common Shares - NT$143,233,060 None Approved under Taiwan-Finance-Securities-(3) 09501064670
dated April 12,2006
July 2006 10 680,000,000
6,800,000,000

474,310,828

4,743,108,280
Conversion of Corporate Bonds to Common Shares - NT$70,074,990 None Approved under Taiwan-Finance-Securities-(3) 09501141160
dated July10,2006
October
2006
10 680,000,000
6,800,000,000

481,431,107

4,814,311,070
Conversion of Corporate Bonds to Common Shares - NT$71,202,790 None Approved under Taiwan-Finance-Securities-(3) 09501228400
dated October 12,2006
November
2006
10 680,000,000
6,800,000,000

477,684,107

4,776,841,070
Cancellation of Treasury Shares NT$37,470,000 None Approved under Taiwan-Finance-Securities-(3) 09501262890
dated November 21,2006
January
2007
10 680,000,000
6,800,000,000

512,526,074

5,125,260,740
Conversion of Corporate Bonds to Common Shares - NT$348,419,670 None Approved under Taiwan-Finance-Securities-(3) 09601003550
dated January9,2007
April 2007 10 680,000,000
6,800,000,000

523,962,133

5,239,621,330
Conversion of Corporate Bonds to Common Shares - NT$114,360,590 None Approved under Taiwan-Finance-Securities-(3)
09601077550dated April 14,2007
April 2007 10 680,000,000
6,800,000,000

524,082,432

5,240,824,320
Conversion of Corporate Bonds to Common Shares - NT$1,202,990 None Approved under Taiwan-Finance-Securities-(3) 09601091420
dated April 30,2007
March 2008
10
680,000,000
6,800,000,000

523,296,432

5,232,964,320
Cancellation of Treasury Shares NT$7,860,000 None Approved under Taiwan-Finance-Securities-(3) 09701071000
dated March 27,2008
December
2008
10 680,000,000
6,800,000,000

503,652,432

5,036,524,320
Cancellation of Treasury Shares NT$196,440,000 None Approved under Taiwan-Finance-Securities-(3) 09701317960
dated December 18,2008
December
2011
10 680,000,000
6,800,000,000

501,980,432

5,019,804,320
Cancellation of Treasury Shares NT$16,720,000 None Approved under Taiwan-Finance-Securities-(3) 10001273350
dated December 1,2011

-71-

Year/Month Issue
Price
Authorized capital Authorized capital Paid-upcapital Paid-upcapital Remarks Remarks Remarks
Number of Shares Amount Number of Shares Amount Source of Capital Paid in
Properties Other
Than Cash
Others
March 2012
10
680,000,000
6,800,000,000

497,689,432

4,976,894,320
Cancellation of Treasury Shares NT$42,910,000 None Approved under Taiwan-Finance-Securities-(3) 10101035730
dated March 2,2012
August
2012
10 680,000,000
6,800,000,000

497,189,432

4,971,894,320
Cancellation of Treasury Shares NT$5,000,000 None Approved under Taiwan-Finance-Securities-(3) 10101166240
dated August 13,2012
December
2015
10 680,000,000
6,800,000,000

490,468,432

4,904,684,320
Cancellation of Treasury Shares NT$67,210,000 None Approved under Taiwan-Finance-Securities-(3) 10401267800
dated December 18,2015
May 2016 10 680,000,000
6,800,000,000

481,777,432

4,817,774,320
Cancellation of Treasury Shares NT$86,910,000 None Approved under Taiwan-Finance-Securities-(3) 10501087510
dated May5,2016
August
2016
10 680,000,000
6,800,000,000

433,600,000

4,336,000,000
Capital Reduction - NT$481,774,320 None Approved under Taiwan-Finance-Securities-(3)
10501192820dated August 15,2016
February
2017
10 680,000,000
6,800,000,000

425,000,000

4,250,000,000
Cancellation of Treasury Shares NT$86,000,000 None Approved under Taiwan-Finance-Securities-(3) 10601017260
dated February13,2017
May 2017 10 680,000,000
6,800,000,000

422,222,000

4,222,220,000
Cancellation of Treasury Shares NT$27,780,000 None Approved under Taiwan-Finance-Securities-(3) 10601055000
dated May1,2017
August
2017
10 680,000,000
6,800,000,000

380,000,000

3,800,000,000
Capital Reduction - NT$422,220,000 None Approved under Taiwan-Finance-Securities-(3) 10601111970
dated August 3,2017
March 2018
10
680,000,000
6,800,000,000

370,000,000

3,700,000,000
Cancellation of Treasury Shares NT$100,000,000 None Approved under Taiwan-Finance-Securities-(3) 10701029640
dated March 20,2018
February
2019
10 680,000,000
6,800,000,000

350,000,000

3,500,000,000
Cancellation of treasury shares NT$200,000,000 None Approved under Taiwan-Finance-Securities-(3) 10801013940
dated February15,2019
June
2020
10 680,000,000
6,800,000,000

342,326,000

3,423,260,000
Cancellation of Treasury Shares NT$76,740,000 None Approved under Taiwan-Finance-Securities-(3) 10901105320
dated June 22,2020

Note 1: Shall be filled with the data of the current year as of the publication date of the annual report.

Note 2: Effective (approval) date and letter number shall be filled in for increase of capital.

Note 3: Shares issued lower than their par value shall be marked in a clear manner.

Note 4: Offsetting shares using currency claims, technology or goodwill shall be indicated with information on type and amount of offset. Note 5: Private placements shall be marked in a clear manner.

-72-

Stock Class Authorized capital Authorized capital Authorized capital Remarks
OutstandingShares Unissued Shares Total
Registered Stocks 342,326,000 337,674,000 680,000,000 None

Note 1: The Company’s capital is amounted to NT$6.8 billion which is divided into 680 million shares with a par value of NT$10 per share.

Note 2: They are shares of a public company.

General Information About the Reporting System: None.

(II) Shareholder Structure:

(II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure:
April 13,2021
Shareholder
Structure
Count
Government
Agencies
Financial
Institutions
Other
Corporations
Individuals Foreign
Institutions and
Foreigners
Total
Number of Persons 0
10

158

48,064

113

48,345
Shares Held 0
2,938,595

103,624,200

196,945,937

38,817,268

342,326,000
Proportion of
Shareholding (%)
0.00% 0.86% 30.27% 57.53% 11.34% 100.00%

Note: All companies listing for the first time on TWSE/TPEx are required to disclose Chinese investors' holding interests. A Chinese investor refers to an individual, corporation, organization, or institution of Mainland origin, or any company owned by the above party in a foreign location, as defined in Article 3 of the "Regulation Governing Mainland Residents' Investment in Taiwan"

(III) Diversity of Ownership:

Par value of NT$10 per share Unit: Share; April 13

Range of Shares Number of Shareholders Shares Held Shareholding Percentage
(%)
1 to 999 27,134
5,309,713

1.55%
1,000 to 5,000 15,419
34,249,269

10.00%
5,001 to10,000 3,026
23,476,189

6.87%
10,001 to 15,000 784
9,768,486

2.85%
15,001 to 20,000 660
11,664,674

3.41%
20,001 to 30,000 476
11,895,409

3.47%
30,001 to 40,000 197
6,950,976

2.03%
40,001 to 50,000 192
8,709,365

2.54%
50,001 to 100,000 242
17,578,068

5.13%
100,001 to 200,000 99
13,967,334

4.08%
200,001 to 400,000 51
15,482,370

4.52%
400,001 to 600,000 20
10,011,378

2.92%
600,001 to 800,000 6
4,197,230

1.23%
800,001 to 1,000,000 3
2,573,089

0.75%
1,000,001以上 36
166,492,450

48.65%
Total 48,345
342,326,000

100.00%

Preferred Stock: None.

-73-

(IV) Major Shareholders:

Shareholders holding 5% or more of the shares or names, numbers of shareholding and ratio of the top 10 shareholders:

Unit: Share; April 13, 2021

Names of Major Shareholders/Shares Shares Held Shareholding
Percentage
Ruifu Construction Co.,Ltd. 34,070,754
9.95%
Chengxi Investment Co.,Ltd. 17,491,989
5.11%
Ascend Gear International Inc. 17,079,047
4.99%
Hohe Construction Co.,Ltd. 13,586,726
3.97%
Hsu Mei-Lun 9,596,720
2.80%
QuanxinfengCo.,Ltd. 8,942,410
2.61%
Citi (Taiwan) Commercial Bank is entrusted with the custody of
the Norges Bank Investment
4,905,980
1.43%
Ren-Yu Investment Limited 4,323,000
1.26%
JPMorgan Chase Bank Taipei Branch is entrusted with the
custody of Vanguard Group Company Manager's Vanguard
Global Market Stock Index Fund Special Account
4,084,135
1.19%
He Min-Chuan 3,405,274
0.99%

(V) Market Price, Net Worth, Earnings, Dividends per Share and Other Relevant Information for the Most Recent 2 Years:

Item Year Year
2019
2020 Year-to-date as of
March 31, 2021
(Note 8)
Market Price
per Share
(Note 1)
Highest 20.45 26.00 25.80
Lowest 15.10 13.25 21.95
Average 17.96 19.26 24.38
Net Worth
per Share
(Note 2)
Before Distribution 30.87 32.67 33.98
After Distribution 30.07 (Note 9) (Note 9)
Earnings Per
Share
Weighted average shares 350,000,000 344,377,336 342,326,000
Earningsper Share(Note 3) 1.54 2.62 0.63
Dividends
per Share
Cash Dividends 0.8 1.5 (Note 9) -
Bonus
shares
Retained Shares
Distribution
0 0 -
Stock Dividends
from Capital Surplus
0 0 -
Cumulative Undistributed
Dividends(Note 4)
0 0 -
Return on
Investment
Analysis
P/E ratio (Note 5) 11.66 7.35 -
Price / Dividend Ratio(Note 6) 22.45 12.84 -
Cash Dividend Yield(Note 7) 4.45% 7.79% -

*If there is a surplus or capital reserve to increase capitalization for distributing shares, the market price and cash dividend information adjusted retrospectively based on the number of shares to be issued shall be disclosed.

Note 1: Source: website of TWSE.

Note 2: Please fill in the number of shares issued at the end of the year and the distribution according to the resolution of the general meeting of shareholders of next year.

Note 3: If there is a retroactive adjustment from distribution of bonus shares, the pre-adjustment and adjusted surplus per share shall be listed.

Note 4: Dividends that have not been issued in the current year are accrued to the issuer of the annual surplus; the accumulated undistributed dividends of the current year should be disclosed separately.

Note 5: Price/Earnings Ratio = Average Closing Price for the Year / Earnings per Share

Note 6: Price/Dividend Ratio = Average Closing Price for the Year / Cash Dividends per Share

Note 7: Cash Dividend Yield = Cash Dividends per Share / Average Closing Price for the Year

Note 8: The data of net worth per share and earnings per share shall be based on the most recent quarter numbers audited by CPAs as of the printed date of the annual report; the remaining columns shall fill in the current year's data as of the publication date of the annual report.

Note 9: Earnings distribution of 2020 is still pending a resolution on the 2021 general meeting of shareholders.

-74-

  • (VI) The Company’s Dividend Policy and Implementation Status:

  • Dividend Policy:

If there is a profit within the Company in the year, no less than 1% of the profit shall be set aside for employees’ remuneration and no less than 2% of the profit shall be set as remuneration for directors and supervisors. Where there is an accumulated loss, the profit shall be reserved to make up for the loss.

The employee remuneration may be determined by shares or cash and its receiving parties must include its serving employees in accordance with the requirements established by the Board of Directors. The remuneration of directors and supervisors of the preceding paragraph is determined by cash.

  • The preceding 2 paragraphs are enforced after the Board of Directors’ resolution, and the shareholders must be reported to.

From the profit earned by the Company as shown through the final account, if any, the sum should first be used to pay taxes and make up for previous loss, the remaining should be distributed as follows:

  • (I) 10% should be set aside as legal reserve, except for when the legal reserve has reached the total capital;

  • (II) If necessary, it can be set aside according to the laws and regulations or for reversal of special reserve.

  • (III) The remaining earnings as well as the accumulated undistributed earnings from the previous year, when the Board of Directors proposes the motion of earnings distribution, the appropriation of shareholder dividends shall not be less than 5% of the accumulated distributable earnings, and motion shall be submitted to the shareholder meeting for a resolution.

The life cycle of the Company is currently classified as the “mature period”. The Company strives to the pursuit of cooperate sustainable operation and corresponds with the future market needs. We take into consideration of the Company’s future capital expenditure budget and the need to maintain dividend distribution, among which, cash dividends may not be less than 10% of the aggregate amount of shareholders’ dividends. Whereas there are capital demands including significant investment, significant operation change, capacity expansion during the year, and other significant capital expenditures, the Board of Directors must propose a motion to change its cash dividends to all shares. The motion may be proceeded after an approval is gained by the shareholders meeting.

  1. Dividend Distribution Proposed for the this Shareholders Meeting:

Formosan Rubber Group Inc. Earnings Distribution Table 2020

Formosan Rubber Group Inc.
Earnings Distribution Table
2020
Formosan Rubber Group Inc.
Earnings Distribution Table
2020
Unit: NTD
Item Amount
Undistributed earnings at the beginning of the period 4,498,124,363
Add: Current net income 901,716,046
Add: Reversal of IFRS accounts and special reserve of related
unrealized revaluation increments
9,255,604
Less: Treasurystock write-off due to capital reduction (42,755,681)
Disposal of equity instruments investment measured at fair value through
other comprehensive income
(5,785,374)
Less: Other comprehensive income (actuarial gains and losses of
defined benefitplans)
(704,377)
The net profit after tax of the period, plus items other than The net
profit after tax of the period, accounted into the undistributed
earnings of the year
861,726,218
Undistributed earnings after adjustment 5,359,850,581
Less: 10%provision for legal reserve (86,172,622)
Subtotal (86,172,622)
Distributable net profit 5,273,677,959
1. Shareholder Dividends (342,326,000 shares x cash dividend NT$1.5) (513,489,000)
Subtotal (513,489,000)
Accumulated undistributed earnings at the end of the period 4,760,188,959

Note 1: The amount of earnings are distributed with priority of 2020 net.

Chairperson: Hsu Zhen-Tsai Managerial Officer: Hsu Zhen-Ji Chief Accounting Officer: Shi Ming-De

-75-

(VII) The effects of stock grants drafted by this shareholders’ meeting on The Company’s operating performance and earnings per share: There was no non-distributable shares, it is therefore not applicable.

  • (VIII) Employees’ compensation and remuneration of directors and supervisors

  • Information Relating to Remuneration of Employees and Directors in the Company's Articles of Incorporation: Please refer to Chapter (VI) of this Article - “Dividend Policy”.

  • The accounting of the difference between the estimates of remuneration to employees and directors, the basis for the calculation of outstanding shares for dividend payment and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure:

    • According to the charter, the Company’s remuneration to employees is recognized as expenses and not distribution of earnings. It is recognized during the accounting period when employees provide labor services according to the charter. If the estimated amount differs from the actual distribution amount passed by the shareholders meeting, it is treated according to the changes in accounting estimates which is adjusted into account on the shareholders meeting the following year.
  • Information on the proposed remuneration to employees passed by the Board of Directors: Passed on the Company’s board meeting on March 19, 2021

    • (1) The amount of proposed distribution to employees in cash and remuneration to director: Cash remuneration of NT$9,491,000 to employees and NT$9,491,000 to directors.

    • (2)i. Proposed remuneration to employees in shares: NT$0.

      • ii. Amount of stock distributed as employee remuneration and as a percentage to net income of parent company only or individual financial statements and aggregate remuneration to employees: None.
    • (3) After remuneration to employees and directors, the proposed EPS is NT$2.62

    • (4) The amount of estimated distribution of remuneration to employees and directors approved by

the Board of Directors is consistent with the amount in the 2020 financial statements.

  1. Actual remuneration distributed to employees, directors and supervisors (including distribution number of shares, amount, and share price) in the previous year, any difference with its recognized remuneration distributed to employees , directors and supervisors, its reason and in which they were handled:

Passed on the Company’s board meeting on March 20, 2020 and the actual distribution

  • (1) Actual remuneration distributed to employees: NT$5,613,000, and NT$5,613,000 to directorsand supervisors..

(2)i. Proposed remuneration to employees in shares: NT$0.

  • ii. Amount of stock distributed as employee remuneration and as a percentage to net income of parent company only or individual financial statements and aggregate remuneration to employees: None.

  • (3) Actual remuneration to employees and directorsand supervisors, the proposed EPS is NT$1.54.

-76-

  • (4) There is no difference between the proposed distribution of 2019 to employees in cash and remuneration to directorsand supervisors and the amount recognized as a provision.

(IX) Repurchase of Shares:

IX) Repurchase of Shares:
(June 22,2020)
Repurchase period 24th time (period)
Repurchase purpose To maintain the Company’s credit and the
right and interest of our shareholders
Buyback period: 2020/03/24 ~ 2020/05/22
Repurchase range price NT$13 - NT$18
Class and number of shares already
repurchased
Common shares
7,674,000 shares
Amount of repurchased shares 129,617,839
The number of repurchased shares to estimated
repurchase number(%)

0.3837%
Number of shares cancelled or transferred 7,674,000 shares
Accumulated number of shares held by the
Company
0
Ratio of the accumulated number of shares
held by the Company to the total number of
issued shares(%)
0
Date of the cancellation completion and
document number
June 22, 2020
Taiwan-Finance-Securities-10901105320

Note 1: Adjust the number of columns according to the numbers of issuance.

II. The Company's Handling of Corporate Bonds: None.

  • III. The Company's Preferred Stocks: None.

  • IV. Global Depository Receipts: None.

  • V. Employee Stock Options: None.

  • VI. New Restricted Employee Shares: None.

  • VII. New Shares Issued for Merger or Acquisition: None.

  • VIII. Progress on Planned Use of Capital: None.

-77-

V. Operational Highlights

I. Business Activities

  • (I) Scope of Business

  • (II) Industry Overview

  • (III) Technology and R&D Status and the Progress of Future Plans and Estimated Investment Expenses

  • (IV) Long-Term and Short-Term Business Development Plans

  • II. Market and Production and Sales Overview

  • (I) Market Analysis

  • (II) Important Uses and Production Process of Major Products

  • (III) Supply Situation for Major Raw Materials

  • (IV) The Major Customers that Accounted for more than 10% of the Total Procurement (sales) of Goods in any of the Past Two Years and the Amount and Proportion of the Goods Sold

  • (V) Production Volume and Value in the Last 2 Years

  • (VI) Sales Volume in the Last Two Years

  • III. The Number of Employees Employed for the 2 Most Recent Years, and during the Current Year as of the Date of Publication of the Annual Report

  • IV. Expenditure for Environmental Protection

  • V. Labor Relations and Employee Rights

  • VI. Important Contracts

-78-

V. Operational Highlights

I. Business Activities

  • (I) Scope of Business:

  • The main business contents:

    • (1) Manufacturing and selling products including: plastic raincoat material, plastic clip fabric, polyvinyl chloride rubber, plastic air bed, automotive parts, rubber boat material, rubber tape, rubber foam bag fabric, rubber air bed, rubber space bag , Polyurethane inflatable bed, and polyurethane inflatable boat fabric.

    • (2) In terms of diversified operation, the Company has added the following to its business items:

      1. Manufacturing and selling products including: plastic space bags, plastic oil canvas, polyurethane high-performance fabrics, polyurethane high-inflatable fabrics, and rubber foam women's bags

      2. Purchasing and selling of related machinery and equipment for the production, trading and raw materials of the preceding paragraph.

      3. Operation of general import and export trade and agency services (except licensing business).

      4. Management of cinemas, department stores and supermarkets

      5. Manufacturing and trading of environmental protection equipment.

      6. Manufacturing and sales of rubber and plastic products for aircraft fuel tanks and inflatable rescue ladders.

      7. Manufacturing and trading of IC products.

      8. Operation of leisure and sports facilities (bowling, tennis, table tennis, badminton, billiards and swimming pool).

      9. Commission construction companies to build public housing, commercial buildings and general industrial plant, and warehouse rental and sales.

      10. Lease and sale of the remaining plant buildings and office buildings.

      11. Manufacturing and selling of silicone rubber, silicone resin, silicone oil, silicone sealant, resin materials for electronics, protective film for electronic wafers, and printed circuit boards.

      12. Manufacturing and selling of various industrial synthetic resins, resin pellets, and adhesives.

      13. Manufacturing and selling of color inkjet photo paper and polyolefin films.

      14. D101050 Steam and Electricity Paragenesis

      15. G801010 Warehousing and Storage

      16. All business items that are not prohibited or restricted by law, except those that are subject to licensing business.

  • Business ratios:

    • (1) Business ratios for various products
subject to licensing business.
ess ratios:
usiness ratios for various products
Unit: thousand
Item 2020 %
Construction 2,206,748 67.23%
Rubber Sheet 449,941 13.71%
Plastic 171,835 5.24%
Eco-FriendlySynthetic Leather 185,610 5.65%
Warehouse 230,671 7.03%
Others 37,450 1.14%
Total 3,282,255 100%

(2) Business ratios for various regions:

Unit: thousand

thousand
Region\year 2020 %
Domestic sales 292,027 35%
Overseas sales Asia 326,893 39%
Europe 136,752 16%
North America 87,534 10%

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Other regions 1,630 0%
65%
100%
Total of overseas sales 552,809
Total 844,836

Note: Construction and warehouse revenue are not included in domestic sales.

  1. Statistics on Key Performance Indicator (KPI) of Formosan Rubber Group Inc. Explanation: The KPI of Formosan Rubber Group Inc. is the product recovery rate = Grade A ÷ input
Rubber Sheet 90.0% Input 1,021,500
1,043,015

2,064,515
Grade A 939,372
980,358

1,919,730
Recovery
Rate
92.0% 94.0% 93.0%
Synthetic
Leather
99.0% Input 2,079,222
1,671,456

3,750,678
Grade A 2,045,432
1,650,899

3,696,331
Recovery
Rate
98.4% 98.8% 98.6%
Eco-Friendly
Synthetic
Leather
94.0% Input 1,930,772
1,154,324

3,085,096
Grade A 1,854,247
1,116,876

2,971,123
Recovery
Rate
96.0% 96.8% 96.3%
  • (II) Industry Overview:

  • Secondary Processing Industries:

According to the long-term statistics of Germany, the total market of global rubber and plastic demands will maintain its slow growth each year. Of which, the transportation industry, medical industry, and environmental protection will outperform, and the first two are precisely within the Company’s technical strengths. Affected by the COVID-19 pandemic in 2020, the mobility of people in various countries was restricted, resulting in a severe shutdown of economic activities. However, as the rollout of vaccines mitigates the pandemic, and relief policies have worked, all economies are showing signs of recovery. However, in order to revitalize the economy, countries all over the world are expanding fiscal expenditures, causing the fiscal deficit to rise sharply. In the next few years, the deleverage task faced by governments will be more challenging than ever. In case a sovereign debt crisis breaks out, it may quickly spread to other economies, and plunges the global economy into another larger debt crisis. In addition, the Sino-US trade dispute has not yet ended. The International Monetary Fund (IMF) believes that the Sino-US trade disputewill bring significant uncertainty to the global economy and hinder investment, severely hurt the trend of business and financial markets, and disrupt the global supply chain. Combining the above unfavorable elements, in 2021, we will do our utmost to surpass the Company's total target sales of rubber and plastic synthetic leather of 10,089 thousand yards which was reached in 2020.

  1. Nankan Warehouse and Logistics Industry:

  2. (1) The Company had started to plan for the investment development of Nankan Logistics Park ever since 1996. As the means for the Park to be unique, each building was designed to have a slewing lane, ensuring direct uploading and unloading of shipment for trucks on each floor and that the second floor could be used as the first floor. Our warehouse has met the international logistic and warehouse standards and has attracted large European, American and Japanese companies to enter. Since 1996, we have completed the construction of 6

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buildings on its 12,000 pings (39,670 square meters) of land with a total of 38,220 pings (126,248 square meters) of space, among these, 10,500 pings (34,711 square meters) were for sale and 27,720 pings (91,637 square meters) were for lease. We provided higher warehouse building standards than the industry in order to attract well-known customers to enter the Park, allowing Formosan Rubber Group Inc. to be the most fitted model in the logistics rental and leasing business and services for Formosan. It is estimated that the revenue for warehouse leases and logistics in 2021 will be more than NT$200,000,000

  • (2) In 2003, our logistics center acquired the Logistics License approved by the Customs Administration, Ministry of Finance Taipei Customs, and has been recognized 3 times by receiving the Award for Excellent Trading Businesses presented by the Ministry of Economic Affairs. We provide our customers a logistics environment that is safer as well as diversified service models. We also introduce customers of different industries, allowing Formosan Rubber Group Inc. to be the most fitted model in the logistics services.

  • Land Development Status of the Company:

  • (1) The sales of the reserved apartments for “World Garden - Bridge Upto Zenith”, and “Modesty Home”

There were only a few residential apartments remaining at “World Garden - Bridge Upto Zenith” and “Modesty Home”. By judging the real estate market, we entrusted the sales of the residential apartments and took steps gradually, allowing steady sales, and we have now sold out all the residential apartments.

  • (2) Xindian “Legend River”

With the opening of the MRT Circular Line soon and the development of the Yangbei Replanning Area, the market has gradually recovered and the selling rate has stabilized.

  • (3) The land development of “55Timeless” in Xinyi Planning District

With the building of high specifications and the public facilities of an art gallery, it has become one of the international-grade landmarks for luxury residential apartments. Its exceptional construction quality has been widely favored and designated by our high-end customers. Under the impact of the US-China trade war, we have seen a situation where funds have gradually returned to Taiwan. The sales for high price with large space residential apartments have increased compared to the previous year. With the Company’s flexible use of strategies, the apartments continued selling.

  • (4) The land development of “La Bella Vita” for the replanning area in Taichung Phase 7. The use permit was obtained upon completion in January 2020. The handover to the customers bought in the pre-sale stage has been completed. The real estate market of the 7th Phase, Taichung City is very active, and thus the selling prices are stablized. The major selling point of “La Bella Vita” is planned to be the real model house designed for “La Bella Vita” specifically by the architecture Antonio Citterio and renowned cabinet brand, to increase the sales synergy with cross-industry alliance.

  • (5) FRG Bridge Upto Zenith Business Plaza

FRG Qiao Feng Business Plaza is located on the first and second floors of No. 168-180, Section 1, Zhongshan Road, Banqiao, covering an area of 1,882 pings (6221 square meters). The first floor of the business plaza has been leased to E.SUN Commercial Bank;

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the second floor has been leased to Nan Shan Life Insurance Co., Ltd. and SinoPac Securities Corporation; the second floor of the business plaza at building B has been leased to the infant care center, Bell’s Home. The occupancy rate is 100%. FRG Qiao Feng Business Plaza has become an exquisite business center of Banqiao.

  • (6) San Francisco and Hotel Development Project

Our subsidiary (FRG US Corp.) established in the US in 2017 participates in the construction investments; The subsidiary’s investment in the project is approximately 11.23% The entire plan for the project consists of 242 luxury residential apartments, 10 retail stores, and a trendy hotel with 236 rooms. The completion is expected in Q3, 2021.

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  • (III) Technology and R&D Status and the Progress of Future Plans and Estimated Investment Expenses:

  • (1) The technical level and research development of the business:

    • As a means to lead the transformation of the technology industry, the Company established the R&D center in the early 1990s and recruited researches with a master’s degree. The Company worked vigorously to research and develop products for new uses, new materials and new process and has become a successful example in the transformation of traditional industries by establishing advanced technology research and develop capabilities. We are the only company in Taiwan to have won the National Quality Award for 5 consecutive years (1991-1995) presented by the Industrial Development Bureau. Aside maintaining the same production quality for the current products, we constant work on the further development on aspects including defense, medical, industrial, safety maintenance, special environmental airtightness, green energy environmental protection, electrical protection, and nuclear protection.
  • (2) R&D Personnel and Their Education and Experiences:

The Company has a total of 12 R&D personnel, among these 7 people hold a master degree, 4

people hold a bachelor degree and 1 person is an undergraduate.

  • (3) R&D expenses for the most recent 5 years (2016-2020):
Unit: thousand
2016 2017 2018 2019 2020
14,383 14,047 13,056 13,097 9,917
  • (4) Material Results:

In 2020, we have successfully acquired 2 patents:

[1] ROC Patent for Flame Retardant Fabric and its Manufacturing Method
[2] ROC Patent for Rubber Tarpaulin and their Preparing Method

There are another 12 patent applications pending.

(5) The process of the future R&D plans and estimated R&D investment expenses for Formosan

Rubber Group Inc.

Recent annual plans Current process R&D expenses that
should be further
invested
Time to complete
mass production
Major factors for the future R&D to succeed
Product development of
rubber soundproofing
pad products

1. The sample of rubber soundproofing pad has been
sent to the national lab for testing.
2. The investment in production equipment suitable for
the production of rubber soundproofing pad
products.
USD $ 100,000 December 2021 1. Established the related regulations with a
market and customers.
2. To overcome the stability of the vulcanization
products, which has affected the product yield
at the beginning of the period.
PCB & CCL mold-
pressed laminated
buffer
1. Samples have been finished, and tests have been
completed.
2. Evaluation of the existing product equipment to
conform to the product manufacturing process.
USD $ 100,000 December 2021 1. First the existing production equipment in the
plant is applied to accommodate the
development.
2. Decided the order of product development by
integrating the demands of users.
Life raft cold-resistant
formula (-70 C) project
1. Samples have been furnished to the clients for
outdoor physical testing.
2. Competitors have already had corresponding
products to the customer whichpose aprice
USD $ 5,000 December 2021 1. Large goods of the cold resistance must be
confirmed to meet customer requirements.
2. The time for the customer to make
confirmation has effected the number of the

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Recent annual plans Current process R&D expenses that
should be further
invested
Time to complete
mass production
Major factors for the future R&D to succeed
advantage. current orders.
Development of arc
proof protective
garment
1.
The materials of Neoprene Arc arc proof
protective garment have been delivered to
clients.
2.
Holistic promotion of arc proof protective
garment products and keeping on following-up
USD $ 5,000 December 2021 1. Neoprene Arc arc proof protective garment is
the product with high unit price and high
specifications; the quality must be assured
before shipment.
2. Stablizing production and enhancing yield.
National-level -
national vehicles
manufactured in
Taiwan plan
1. Flexible rubber duct.
2. The high-wear-resistant and low-smoke carriage
floor materials for trains meeting EN standards, have
been delivered to the be used in the Loop Line, and we
continue to follow up.
USD $ 5,000 December 2021 1. Replacement of special rubber floor materials
for high-speed rail, MRT and railway carriages.
2. Close partnership with customers to increase
the technology level to increase orders for
rubber floor used in carriages.
To develop high-wear-
resistant and low-
smoke joint seam
materials used in
carriages in compliance
with EN & BS
standards
1. The high-wear-resistant and low-smoke joint seam
carriage materials for trains have been delivered to
the customer and we continue to follow up.
2. Competitors in Europe and the US already have
joint seam materials used in carriages that comply
with EN & BS standards.
USD $ 5,000 December 2021 1. The high-wear-resistant and low-smoke joint
seam carriage materials for trains is a market
trend; therefore the quality must be fully
confirmed.
2. Close partnership with customers to increase
the technology level to increase orders for joint
seam materials used in carriages.
Development project
for diversified products
such as joint seam
materials used in
carriages.
1. Stable orders have been received by customers, and
keeping on following up.
2. The molding machine area has been established,
pending operator training to familiarize with the
machine in order to improve theyield.
USD $ 5,000 December 2021 1. Customers use joint materials with corners, and
extended the development on the existing core
expertise.
2. The corner forming and vulcanization
accommodate each other.
TPU slippery product
development project
1. A small quantity of slippery TPU has been delivered
to the customer - pending confirmation regarding the
durability.
2. Film temperature machine equipment has been
added.

USD $ 5,000
December 2021 1. To control the surface temperature of the TPU
film effectively during the production process.
2. To ensure the quality of the customer’s
demand.
Product development
project for rubber and
TPU drop-stitch
inflatable air cushion
1. Various drop-Stitch rubber and TPU inflatable air
cushions have been completed and delivered for trial
use by thousands of aircrafts.
2. Drop-Stitch is imported fabrics, information on
market price and quantity should be searched and
plan inventory quantities.
USD $ 10,000 December 2021 1. The production procedures for Drop-Stitch
products are complex and difficult, and there
are still wrinkles in the packing which should
be fixed.
2. Technology is continuously being developed
and new equipment added; the Company is
trying to simplify the production process and
improveyield.

(IV) Long-Term and Short-Term Business Development Plans:

The business developments of the Company are divided into 3 sections:

I. Secondary Processing Industries:

  • (1) Short-term development plans:

  • A. By signing annual sales contracts with major customers - ensuring stable performance of 60% or more.

  • B. By improving quality - continue to establish OEM/ODM partnership with international major manufactures to ensure turnover.

  • C. By making good use of equipment - develop multi-colored and specification productions, ensuring customers’ brand loyalty.

  • D. By the continual technical partnership with European, American and Japanese plants - create new products and introduce them to new markets.

  • E. By additional new production lines - develop related products and one stop shop service, fulfilling customers’ needs.

  • F. By investing with precision - principles of full production, order delivery and gradually adjust the inventory.

  • (2) Long-term development plans:

  • A. By developing new products - set the goal of new product performance accounting for 30% of the overall manufacturing performance, hoping for steady growth in annual turnover.

  • B. By adding energy-related industries - rubber products needed for process supply chain, constantly creating products that meet the needs of green energy.

  • C. By continuing to optimize environmentally friendly products - to obtain long-term orders from advanced European and American customers who attach great importance to the environment.

  • D. By promoting Formosan Dragon (Formosan popular products) - expand the products of Formosan Dragon and enhance promotion by providing customers the certification

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report to accelerate the recognition of Formosan products.

  - E. By providing customers the opportunity for “one stop shopping” - including rubber, plastics, green plastics, PU coating, PU lamination, silicone), providing most customers multiple product choices that allows horizontal integration and development between departments.

  - F. By offering a wide range of product applications - mainly applied on medical, clothing, industrial safety, nautical, inflatable, shoe materials, boxes and bags, electronic consumables fields; each manufacturing department is able to share the result of R&D as well as develop unique products horizontally so that new products and popular products complement each other.
  • II. Nankan Warehouse Logistics and Rental and Leasing Business:

  • (1) Short-term business development plans:

Logistics rental and leasing services proactively continue to invest in the operation of integrated property management service center to meet different needs of customers. In the short term, Formosan Longtan R&D building and land will be integrated for effective uses, providing customers a choice for new bases, hoping to build new plants to expand the service performance of the Company.

  • (2) Long-term business development plans:

    • Logistics rental and leasing services and experiences in logistics will be integrated into a one-stop service which will provide customized services according to the needs of customers, allowing to fulfill customer needs while expanding their plant area to prevent the loss of customers. A plant will also be built in Longtan, increasing the Company’s diversified management direction.
  • III. Real Estate Development

  • (1) Short-term development plans:

In a bid to continue the real estate development experience and creating the long-term stable profit for the Company, not only do we have our own real estate assets, we also focus on other suitable land or individual projects. In addition to resident buildings, development of commercial spaces of considerable size are also planned. Not only can commercial real estate developments acquire long-term stable rent income, they also covers fields of business plaza operation, real estate management and property management.

  • (2) Long-term development plans:

With the Company's accumulated strength and brand value increasing day by day with construction development business, and based on the needs of long-term development, aside the current development projects, we have also been diligently seeking individual projects that meet the Company’s circumstances.

II. Market and Production and Sales Overview:

  • (I) Market Analysis:

  • Market supply and demand status and growth:

    • (1) Main product sales areas:
Unit: thousand Unit: thousand Unit: thousand Unit: thousand
Region\year 2019 % 2020 %
Domestic sales 277,604 28.89% 292,027 34.57%
Overseas
sales
Asia 407,605 42.42% 326,893 38.69%
Europe 196,929 20.50% 136,752 16.19%
North
America
78,433 8.16% 87,534 10.36%
Other
regions
327 0.03% 1,630 0.19%
Subtotal 683,294 71.11% 552,809 65.43%
Total 960,898 100.00% 844,836 100.00%

Note: Construction and warehouse revenue are not included in domestic sales.

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(2) Market share:

==> picture [422 x 231] intentionally omitted <==

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

The global market share of Global Market Share of Rubber Sheet in 2020: Global Market Share of Synthetic Leather in 2020:
rubber leather in 2020:
About 0.50%
Global market share of The Company The Company
plastic leather in 2020: 0.50% 0.03%
About 0.03%
Global market share of green
plastic leather in 2020:
About 0.18%
Manufacturing industry's Others Others
global market share in 2020:
99.50% 99.97%
About 0.24%
Global Market Share of Eco-Friendly Synthetic Leather in Global Market Share of Manufacturing Industry in 2020:
2020:
The Company The Company
0.18% 0.24%
Others Others
99.82% 99.76%
----- End of picture text -----

  • (3) Market Supply and Demand Status and Growth in the Future:

2020, the COVID-19 pandemic spread rapidly around the world, the momentum of global trade and investment fell sharply, and the global economy was severely shocked. However, with the development and production of the COVID-19 vaccine and large-scale vaccination, the global economy is expected to gradually improve and back to the track However, the Sino-US trade dispute has not stopped, and the United States will cooperate with allies to contain China. Other the factor of the COVID-19 pandemic, Japan's economic activities have been affected by the Sino-US trade war and the Japan-South Korea trade dispute successively. Europe has implemented strict lockdown measures to control the pandemic. The emerging ASEAN economies have continued to suffer severe pandemics due to their weaker medical infrastructure. As a result, strict lockdown and quarantine measures have been expanded, and economic activities have suffered a severe impact. The path to global trade recovery is full of uncertainties, and it is expected that the economic prosperity will on be returned to the pre-pandemic level in 2022. Therefore, by continuously developing new products, improving quality and strictly controlling costs based on the market orientation, the sustainable development of the Company may be ensured.

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(4) Competitive Niche:

Due to high barriers to entry in terms of production scales, technology patents, and quality assurance, currently there are only European, American and Japanese advanced manufacturers (such as the Company) who are able to produce the 3 big growing fields mentioned above,; there are very limited competitors. We have advantages such as a capital scales of more than USD 10 million, 69 technologies and various of patents, ISO-14001 and 5 National Quality awards; therefore we have devoted ourselves to invest in the 3 big growing markets mentioned above. We differ ourselves to our competitors in order to staying in the leader position of one-stop purchase for rubber, plastics, and eco-Friendly synthetic leathers in Taiwan.

(5) Favorable Factors for the Development Vision:

Product Lines Market Type Staple Merchandise Market Electronic Materials Market Medical Materials Market Automotive Materials Market Environmental Materials
Market
Rubber Sheet Future Favorable
Factors
Rubber sheet used in the staple
merchandise market - the
Company is the only
manufacturer in Taiwan with
such technology
Rubber sheet used in the
electronic materials market -
the Company has the largest
manufacturing scales among
Taiwanese manufacturers
Rubber sheet used in the medical
materials market - the Company
has the largest manufacturing
scales among Taiwanese
manufacturers
Rubber sheet used in the
automotive materials market -
the Company has the largest
manufacturing scales among
Taiwanese manufacturers
Rubber sheet used in the
environmental materials
market - the Company is the
only manufacturer in Taiwan
with such technology
Synthetic Leather Future Favorable
Factors
Synthetic leather used in the
staple merchandise market -
the Company has the largest
manufacturing scales among
Taiwanese manufacturers
Synthetic leather used in the
electronic materials market -
the Company has the largest
manufacturing scales among
Taiwanese manufacturers
Synthetic leather used in the
medical materials market - the
Company has the largest
manufacturing scales among
Taiwanese manufacturers
Synthetic leather used in the
automotive materials market -
the Company has the largest
manufacturing scales among
Taiwanese manufacturers
Synthetic leather used in the
environmental materials
market - the Company has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-Friendly
Synthetic Leather
Future Favorable
Factors
Eco-friendly synthetic leather
used in the staple merchandise
market - the Company has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic leather
used in the electronic materials
market - the Company has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic leather
used in the medical materials
market - the Company has the
largest manufacturing scales
among Taiwanese manufacturers
Eco-friendly synthetic leather
used in the automotive
materials market - the
Company has the largest
manufacturing scales among
Taiwanese manufacturers
Eco-friendly synthetic leather
used in the environmental
materials market - the
Company has the largest
manufacturing scales among
Taiwanese manufacturers

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(6) Unfavorable factors for the development vision:

Product Lines Market Type Staple Merchandise Market Electronic Materials Market Medical Materials Market Automotive Materials Market Environmental Materials
Market
Rubber Sheet Future
Unfavorable
Factors
Due to the conservative
market, needs for rubber sheet
used in the staple merchandise
market slow down
Due to the conservative market,
it is not easy to expand business
for rubber sheet used in the
electronic materials market


Due to the conservative market,
it is not easy to expand business
for rubber sheet used in the
medical materials market
Due to the conservative
market, it is not easy to expand
business for rubber sheet used
in the automotive materials
market
Due to the conservative
market, it is not easy to expand
business for rubber sheet used
in the environmental materials
market
Synthetic Leather Future
Unfavorable
Factors
Due to the conservative
market, the competitiveness
decreases in synthetic leather
used in the staple merchandise
market
Due to the conservative market,
it is not easy to expand business
for synthetic leather used in the
electronic materials market


Due to the conservative market,
it is not easy to expand business
for synthetic leather used in the
medical materials market
Due to the conservative
market, it is not easy to expand
business for synthetic leather
used in the automotive
materials market
Due to the conservative
market, it is not easy to expand
business for synthetic leather
used in the environmental
materials market
Green plastics Future
Unfavorable
Factors
Due to the conservative
market, the competitiveness
decreases in eco-friendly
synthetic leather used in the
staple merchandise market
Due to the conservative market,
it is not easy to expand business
for eco-friendly synthetic
leather used in the electronic
materials market


Due to the conservative market,
it is not easy to expand business
for eco-friendly synthetic leather
used in the medical materials
market

Due to the conservative
market, it is not easy to expand
business for eco-friendly
synthetic leather used in the
automotive materials market
Due to the conservative
market, it is not easy to expand
business for eco-friendly
synthetic leather used in the
environmental materials
market

(7) Countermeasures for the development vision:

Product Lines Market Type Staple Merchandise Market Electronic Materials Market Medical Materials Market Automotive Materials Market Environmental Materials
Market
Rubber Sheet Future
countermeasures
All innovative products will
gain patents and be produced
exclusively, to create high
profits and high barriers to
entry.
All innovative products will
gain patents and be produced
exclusively, to create high
profits and high barriers to
entry.
All innovative products will gain
patents and be produced
exclusively, to create high profits
and high barriers to entry.
All innovative products will
gain patents and be produced
exclusively, to create high
profits and high barriers to
entry.
All innovative products will
gain patents and be produced
exclusively, to create high
profits and high barriers to
entry.
Synthetic Leather Future
countermeasures
Sign annual supply contract
with long-term quality
customers, ensuring monthly
basic shipments.
Sign annual supply contract
with long-term quality
customers, ensuring monthly
basic shipments.
Sign annual supply contract with
long-term quality customers,
ensuring monthly basic
shipments.
Sign annual supply contract
with long-term quality
customers, ensuring monthly
basic shipments.
Sign annual supply contract
with long-term quality
customers, ensuring monthly
basic shipments.
Green plastics Future
countermeasures
Establish international
business line in Europe,
America, Japan and Greater
China, increasing the
proportion of overseas sales.
Establish international
business line in Europe,
America, Japan and Greater
China, increasing the
proportion of overseas sales.
Establish international business
line in Europe, America, Japan
and Greater China, increasing the
proportion of overseas sales.
Establish international
business line in Europe,
America, Japan and Greater
China, increasing the
proportion of overseas sales.
Establish international
business line in Europe,
America, Japan and Greater
China, increasing the
proportion of overseas sales.

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  1. Analysis of the Overall Economic Environment of the Formosan and the Trends of its Industry (1) Current Status and Development of the Industry
Industry Trends Product Lines Item Staple Merchandise Market Electronic Materials Market Medical Materials Market Transportation Materials
Market
Environmental Materials
Market
(1) Current Status and
Development of the
Industry
Rubber Sheet Current Status
of the Industry
Rubber sheet used in the
staple merchandise market -
the Company is currently the
only manufacturer in Taiwan
with such technology
Rubber sheet used in the
electronic materials market -
the Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Rubber sheet used in the
medical materials market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Rubber sheet used in the
transportation materials
market - the Company
currently has the largest
manufacturing scales among
Taiwanese manufacturers
Rubber sheet used in the
environmental materials
market - the Company
currently is the only
manufacturer in Taiwan with
such technology
Development
of the Industry
Current annual growth rate is
approximately 2%
Current annual growth rate is
approximately 2%
Current annual growth rate is
approximately 4%
Current annual growth rate is
approximately 4%
Current annual growth rate is
approximately 3%

Synthetic
Leather
Current Status
of the Industry
Synthetic leather used in the
staple merchandise market -
the Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Synthetic leather used in the
electronic materials market -
the Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Synthetic leather used in the
medical materials market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Synthetic leather used in the
transportation materials
market - the Company
currently has the largest
manufacturing scales among
Taiwanese manufacturers
Synthetic leather used in the
environmental materials
market - the Company
currently has the largest
manufacturing scales among
Taiwanese manufacturers
Development
of the Industry
Current annual growth rate is
approximately1%
Current annual growth rate is
approximately2%
Current annual growth rate is
approximately4%
Current annual growth rate is
approximately3%
Current annual growth rate is
approximately3%
Green plastics Current Status
of the Industry
Eco-friendly synthetic
leatherused in the staple
merchandise market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the electronic
materials market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the medical
materials market - the Company
currently has the largest
manufacturing scales among
Taiwanese manufacturers
Eco-friendly synthetic leather
used in the transportation
materials market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic leather
used in the environmental
materials market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Development
of the Industry
Current annual growth rate is
approximately1%
Current annual growth rate is
approximately2%
Current annual growth rate is
approximately4%
Current annual growth rate is
approximately2%
Current annual growth rate is
approximately3%

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(2) Industry relevance of upstream, midstream and downstream companies

Industry Trends Product Lines Item Staple Merchandise Market Electronic Materials Market Medical Materials Market Transportation Materials
Market
Environmental Materials
Market
(2) Industry
relevance of
upstream,
midstream and
downstream
companies.
Rubber Sheet Upstream
Companies
Manufacturer for rubber raw
materials (example: Denka)
Manufacturer for rubber raw
materials (example: Denka)
Manufacturer for rubber
raw materials (example:
Denka)
Manufacturer for rubber
raw materials (example:
Denka)
Manufacturer for rubber raw
materials (example: Denka)
Midstream
Companies
Manufacturer for synthetic
rubber (example: the
Company)
Manufacturer for synthetic
rubber (example: the
Company)
Manufacturer for
synthetic rubber
(example: the Company)
Manufacturer for
synthetic rubber
(example: the Company)
Manufacturer for synthetic
rubber (example: the
Company)
Downstream
Companies
Process plant of rubber
staple merchandise
Process plant of rubber
electronic materials
Process plant of rubber
medical materials
Process plant of rubber
transportation materials
Process plant of rubber
environmental materials
Synthetic
Leather
Upstream
Companies
Manufacturer for plastic raw
materials (example:
Formosa Plastics Group)
Manufacturer for plastic raw
materials (example:
Formosa Plastics Group)
Manufacturer for plastic
raw materials (example:
Formosa Plastics Group)
Manufacturer for plastic
raw materials (example:
Formosa Plastics Group)
Manufacturer for plastic raw
materials (example:
Formosa Plastics Group)
Midstream
Companies
Manufacturer for PU
synthetic leather (example:
the Company)
Manufacturer for PU
synthetic leather (example:
the Company)
Manufacturer for PU
synthetic leather
(example: the Company)
Manufacturer for PU
synthetic leather
(example: the Company)
Manufacturer for PU
synthetic leather (example:
the Company)
Downstream
Companies
Process plant of plastic
staple merchandise
Process plant of plastic
electronic materials
Process plant of plastic
medical materials
Process plant of plastic
transportation materials
Process plant of plastic
environmental materials
Green
plastics
Upstream
Companies
Manufacturer for eco-
friendly synthetic leather
raw materials (example:
Merquins)
Manufacturer for eco-
friendly synthetic leather
raw materials (example:
Merquins)
Manufacturer for eco-
friendly synthetic leather
raw materials (example:
Merquins)
Manufacturer for eco-
friendly synthetic leather
raw materials (example:
Merquins)
Manufacturer for eco-
friendly synthetic leather
raw materials (example:
Merquins)
Midstream
Companies
Manufacturer for eco-
friendly synthetic leather
(example: the Company)
Manufacturer for eco-
friendly synthetic leather
(example: the Company)
Manufacturer for eco-
friendly synthetic leather
(example: the Company)
Manufacturer for eco-
friendly synthetic leather
(example: the Company)
Manufacturer for eco-
friendly synthetic leather
(example: the Company)
Downstream
Companies
Process plant of eco-
friendly synthetic
leatherstaple merchandise
Process plant of eco-
friendly synthetic
leatherelectronic materials
Process plant of eco-
friendly synthetic
leathermedical materials
Process plant of eco-
friendly synthetic
leathertransportation
materials
Process plant of eco-
friendly synthetic
leatherenvironmental
materials

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(3) Various Product Development Trends and Competitiveness Status

Industry Trends Product Lines Item Staple Merchandise Market Electronic Materials Market Medical Materials Market Transportation Materials
Market
Environmental Materials
Market
(3) Various Product
Development
Trends and
Competitiveness
Status
Rubber Sheet Future Favorable
Factors and
Development
Trends
Rubber sheet used in the
staple merchandise market -
the Company will be the
only manufacturer in
Taiwan with such
technology
Rubber sheet used in the
electronic materials market -
the Company will have the
largest manufacturing scales
among Taiwanese
manufacturers
Rubber sheet used in the
medical materials market
- the Company will have
the largest manufacturing
scales among Taiwanese
manufacturers
Rubber sheet used in the
transportation materials
market - the Company
will have the largest
manufacturing scales
among Taiwanese
manufacturers
Rubber sheet used in the
environmental materials
market - the Company will
be the only manufacturer in
Taiwan with such
technology
Future
Unfavorable
Factors and
Competitiveness
Status
Due to the conservative
market, needs for rubber
sheet used in the staple
merchandise market
decreases. Also, the capital
expenditure of this product
is large, making it more
difficult for newcomers.
Due to the conservative
market, it is not easy to
expand business for rubber
sheet used in the electronic
materials market. Also, the
capital expenditure of this
product is large, making it
more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
rubber sheet used in the
medical materials market.
Also, the capital
expenditure of this
product is large, making it
more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
rubber sheet used in the
transportation materials
market. Also, the capital
expenditure of this
product is large, making it
more difficult for
newcomers.

Due to the environmental
new materials, it is not easy
to expand business for
rubber sheet used in the
environmental materials
market Also, the capital
expenditure of this product
is large, making it more
difficult for newcomers.
Future
countermeasures
All innovative products will gain patents and be produced exclusively, to create high profits and high barriers to entry.
Synthetic
Leather
Future Favorable
Factors and
Development
Trends
Synthetic leather used in the
staple merchandise market -
the Company currently has
the largest manufacturing
scales among Taiwanese
manufacturers
Synthetic leather used in the
electronic materials market -
the Company will have the
largest manufacturing scales
among Taiwanese
manufacturers
Synthetic leather used in
the medical materials
market - the Company
will have the largest
manufacturing scales
among Taiwanese
manufacturers
Synthetic leather used in
the transportation
materials market - the
Company will have the
largest manufacturing
scales among Taiwanese
manufacturers
Synthetic leather used in the
environmental materials
market - the Company will
have the largest
manufacturing scales among
Taiwanese manufacturers
Future
Unfavorable
Factors and
Competitiveness
Status
Due to the conservative
market, the competitiveness
decreases in synthetic
leather used in the staple
merchandise market. Also,
the capital expenditure of
this product is large, making
it more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
synthetic leather used in the
electronic materials market.
Also, the capital expenditure
of this product is large,
making it more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
synthetic leather used in
the medical materials
market. Also, the capital
expenditure of this
product is large, making it
more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
synthetic leather used in
the transportation
materials market. Also,
the capital expenditure of
this product is large,
making it more difficult
for newcomers.
Due to the environmental
new materials, it is not easy
for the Company to expand
business for synthetic
leather used in the
environmental materials
market Also, the capital
expenditure of this product
is large, making it more
difficult for newcomers.
Future
countermeasures
Sign annual supply contract with long-term quality customers, ensuring monthly basic shipments.
Green
plastics
Future Favorable
Factors and
Development
Trends
Eco-friendly synthetic
leather used in the staple
merchandise market - the
Company currently has the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the electronic
materials market - the
Company will have the
largest manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the medical
materials market - the
Company will have the
largest manufacturing
scales among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the
transportation materials
market - the Company
will have the largest
manufacturing scales
among Taiwanese
manufacturers
Eco-friendly synthetic
leatherused in the
environmental materials
market - the Company will
have the largest
manufacturing scales among
Taiwanese manufacturers
Future
Unfavorable
Factors and
Competitiveness
Status
Due to the conservative
market, the competitiveness
decreases in eco-friendly
synthetic leather used in the
staple merchandise market.
Also, the capital expenditure
of this product is large,
making it more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for eco-
friendly synthetic leather
used in the electronic
materials market. Also, the
capital expenditure of this
product is large, making it
more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for
eco-friendly synthetic
leather used in the
medical materials market.
Also, the capital
expenditure of this
product is large, making it
more difficult for
newcomers.
Due to the conservative
market, it is not easy to
expand business for eco-
friendly synthetic leather
used in the transportation
materials market. Also,
the capital expenditure of
this product is large,
making it more difficult
for newcomers.
Due to the environmental
new materials, it is not easy
for the Company to expand
business for eco-friendly
synthetic leatherused in the
environmental materials
market Also, the capital
expenditure of this product
is large, making it more
difficult for newcomers.
Future
countermeasures
Establish international business line in Europe, America, Japan and Greater China, increasing the proportion of overseas sales.
  • (II) Important Uses and Production Process of Major Products:

  • Important Uses:

  • (1) Uses for Plastics and Latex:

These can be made into raincoats, windbreakers, leather bags, suitcases, furniture, wallpapers, tents, air beds, sofas, car seat cushions, canvas, ready-to-wear, life jackets, school bags, safety seats, medical materials, automotive materials, etc.

  • (2) Uses for Rubber Sheet:

It can be made into raincoats, windbreakers, snow coats, footwear, waterproof engineering, air beds, boats, pontoons, aircraft tanks, water tanks, conveyor belts, ready-to-wear, life jackets, medical materials, automotive materials, dry diving suits, etc.

  • (3) Uses for Eco-Friendly Synthetic Leather:

These can be made into high-end ready-to-wear, raincoat, windbreaker, ski wear, medical materials, automotive materials, etc.

2. Manufacturing Process:

(1) Synthetic Leather:

==> picture [301 x 65] intentionally omitted <==

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

Basic Checking Pasting Laminating
sheet
Cooling Rolling Checking Finished
product
----- End of picture text -----

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  • (2) Rubber Sheet:

==> picture [303 x 64] intentionally omitted <==

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

Basic Checking Pasting Laminating
sheet
Dusting Vulcanizing Checking Finished
product
----- End of picture text -----

  • (3) Eco-Friendly Synthetic Leather:

==> picture [290 x 65] intentionally omitted <==

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

Basic Checking Pasting Coating
sheet
Cooling Rolling Checking Finished
product
----- End of picture text -----

  • (III) Supply Situation for Major Raw Materials:

  • Main raw materials:

  • A. Rubber raw materials: synthetic rubber, natural rubber, nylon.

  • B. Plastic raw materials: PVC dust, DPHP, nylon.

  • C. Eco-friendly synthetic leatherraw materials: PU paste, nylon.

  • Main source of supply:

  • A. Synthetic rubber: Domestic: USI Corp and NANTEX.

  • Overseas: Japan and the US.

  • B. Natural rubber: Southeast Asia.

  • C.DPHP: Domestic: UPC Group and Chung Yong.

  • Overseas: Germany, Italy and Korea.

  • D.PVC dust: Domestic: Formosa Plastics Group, Ocean Plastics Overseas: the US and Japan.

  • E. PU paste: Overseas: the UK and Japan.

  • F. Nylon: FORMOSA TAFFETA and Far Eastern New Century.

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  • (IV) The Names and Purchases (Sales) and Proportion of the Customers that Accounted for more than 10% of the Total Procurement (sales) of Goods in any of the Past Two Years and the Amount and Proportion of the Goods Sold:

  • The Names of Manufacturers that Accounted for more than 10% of the Total Procurement of Goods in any of the Past Two Years and the Amount and Proportion of the Goods Sold: Unit: thousand

Sold: Unit: thousand Sold: Unit: thousand Sold: Unit: thousand Sold: Unit: thousand
2019 2020 2021 ended the previous quarter (Note 2)
Item Name Amount Ratio to net
annual
purchase (%)
Relation
to the
issuer
Name Amount Ratio to net
annual
purchase (%)
Relation to
the issuer
Name Amount Ratio to net
purchase in current
year to the end of
the previous quarter
(%)

Relation to
the issuer
1 Supplier A 69,234 13.55 None Supplier A 63,037
13.95
None Supplier A 15,445 11.62 None
2 Supplier B 13,174 2.58 None Supplier B 50,737
11.22
None Supplier B 15,236 11.46 None
Others 428,507 83.87 Others 338,208
74.83
Others 102,281 76.92
Net
purchase
510,915 100 Net purchase 451,982 100 Net purchase 132,962 100

Note 1: A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement accounted for by each, or where a trading counterpart is an individual person who is not a related party, it may use a code in place of the actual name Note 2: The financial information of the first quarter of 2021 has been reviewed by the CPA prior to the publication of the annual report.

Reason of change: due to the changes of procurement strategies in 2020, Supplier B became a supplier offering 10% or more of the total purchase amount.

thousand

thousand thousand thousand thousand
2019 2020 2021 ended the previous quarter (Note 2)
Item Name Amount Ratio to net
annual sales
(%)
Relation to
the issuer
Name Amount Ratio to net
annual sales
(%)
Relation to
the issuer
Name Amount Ratio to net sales
in current year to
the end of the
previous quarter
(%)


Relation to
the issuer
1 Customer A 75,443 7.85 None Customer A 100,868 11.94 None Customer A 28,533 13.78 None
2 Customer B 112,937 11.75 None Customer B 91,442 10.82 None Customer B 18,401 8.88 None
Others 772,518 80.40 Others 652,526 77.24 Others 160,195 77.34
Net sales 960,898 100 Net sales 844,836 100 Net sales 207,129 100

Note 1: A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement accounted for by each, or where a trading counterpart is an individual person who is not a related party, it may use a code in place of the actual name Note 2: The financial information of the first quarter of 2021 has been reviewed by the CPA prior to the publication of the annual report. Reason of change: the customers have been affected by the regional economy and thus the overall sales amount of product.

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(V) Table of Production Volume and Value in the Last 2 Years:

Unit: thousand yards; amount: thousand

2019 2020
Synthetic Leather 9,240
3,579
142,291
9,240

3,710

141,237
Rubber Sheet 4,488
2,435
427,843
4,488

2,130

347,678
Greenplastics 15,998
3,147
147,378
15,998

3,167

135,128
Others 268 36,324
287
34,578
Total 29,726 9,429 753,836
29,726
9,294
658,621

Note 1: Product capacity refers to the capacity that the Company produces under normal operation using existing production equipment after considering the factors for suspension of work or holidays.

Note 2: For any production equipment that has a replacement, the calculation for the capacity may be combined with an explanation provided.

(VI) Table of Sales Volume in the Last Two Years

Unit: thousand yards; amount: thousand


Year
Sales
Volume/Value
Major Products
(or bySegment)
20 19 2 020

Dom
estic Overs eas Sales Dom estic Overs eas Sales
Volume Value Volume Value Volume Value Volume Value
Synthetic Leather 2,621 107,462
1,141

54,620

2,764

113,913

1,222

57,922
Rubber Sheet 624 63,211
2,212

492,975

624

71,123

1,766

378,818
Greenplastics 2,086 93,639
1,395

109,964

2,360

92,767

1,059

92,843
Sales of raw materials 3 455
5

220

10

663

Others 109 12,837
162

25,515

126

13,561

165

23,226
Total 5,443 277,604
4,915

683,294

5,884

292,027

4,212

552,809

Note 1: The amounts above have been expressed by net revenue.

Note 2: Construction and warehouse revenue are not included in domestic sales.

III. Employees:

mployees:
Yea r 2019 2020 Year-to-date as og March 31, 2021
Number of employees Staff 97 98 100
Operator 105 98 98
Total 202 196 198
Average age 49.01 50.09 49.88
Average years of service 8.66 9.46 9.37
Education level
distribution ratio (%)
Doctor 0.00% 0.00% 0.00%
Master 5.61% 5.79% 5.64%
College 23.98% 25.26% 28.21%
Senior high school 51.02% 49.47% 47.18%
Below senior high
school
19.39% 19.48% 18.97%

Note: The Company has adopted the retirement plan in the end of 2007; re-hired employees are entitled to adopt the new system.

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IV. Information on environmental protection expenditure:

As of the end of the publication of the annual report, the losses and the total amount compensation paid due to a violation that resulted in a penalty, and future countermeasures and possible expenditure:

  • (I) Environmental Protection:

  • Total fine for the violation of the law and regulations: None.

  • Countermeasures:In order to meet the stricter requirements of the new boiler emission standards, the boiler may be modified to use biomass fuel.

  • Possible expenditure in the future: NT$1 million

  • (II) Fire Prevention:

  • Total fine for the violation of the law and regulations: None.

  • Countermeasures: added auto smoke detector and alarm in the unprotected areas in R plantand K plant

  • Possible expenditure in the future: within NT$1 million

  • (III) Work Safety

  • Total fine for the violation of the law and regulations: NT$50,000 Violation of Article 32, paragraph 2 of the Labor Standards Act, and thus the punishment was undertaken pursuant to Article 79, paragraph 1, Item 1 and Article 80-1, paragraph 1 of the same act.

  • Countermeasures:Managing the working hours of workers to meet the requirements of the Labor Standards Act.

  • Possible expenditure in the future:within NT$500,000.

V. Labor Relations and Employee Rights:

  • (I) Various aspects of employee welfare measures, continuing education, job training, retirement system and its implementation, as well as labor agreements, labor rights and employment protection measures:

  • Employee welfare measures:

    • (1) The Company has established the employee welfare committee to implement benefit measures. The charter is as follows:

    • Article 1: The Charter has been established as required in the provisions stipulated in the Organization Regulations on Employee Welfare Committee.

    • Article 2: The Company is called Employee Welfare Committee of Formosan Rubber Group Inc. (the Committee).

    • Article 3: The Committee is located in the Formosan Rubber Group Inc. (8th Floor, No. 82, Section 1, Hankou Street, Taipei).

    • Article 4: There are 15 members in the Committee and is composed of union representatives and company representatives. Among these, there are 10 union representatives and 5 company representatives. However, members selected by the union members may not be less than two-thirds of the total number of members (the number of alternatives may not exceed one-third of the number of members). An reelection may be held before the end of the term.

    • Article 5: The Committee has one chairperson who is selected by the members. Committee members serve a term of 3 years and is unpaid. Reelected members shall be no more than two-thirds of the total number of members, however, and the term of executive member is not limited. The Committed shall be notified of any resignation of the chairperson or members. Those who fail to attend the Committee meeting for three consecutive times without reason are deemed to have resigned. Members of the Committee shall not be recalled if their term of office is less than one year.

    • Article 6: The Committee shall have one director-general, one cashier general manager, and one accounting officer. The chairperson shall nominate among the employees of the Company shall be appointed after an approval of the majority of the Committee (dismissal of chiefs shall be approved by half of the Committee).

    • Article 7: The Committee has research teams including business and general affairs which conduct researches and improvements. The business team of the Committee submits proposals to the chairperson or members for discussion. The business team has been divided into 2 sections: business and recreation; general affairs team: education and finance; there are 7 members in these research teams, respectively.

    • Article 8: The employee welfare committee shall hold a meeting every three months, and an ad hoc meeting shall be called when necessary. The committee meetings are called by the chairperson. When the chairperson cannot perform his or her duties for specific

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reason(s), a personal shall be selected among the director-general or members. The resolutions of the Committee shall be attended by the majority of the members, and approved by the majority of the attendance. However, the resolution of the following shall be approved upon by more than the majority of the attendance.

  1. The formulation and amendments of the Charter.

  2. The disposal of the employee welfare fund.

  3. Other material matters in relation to member rights and obligations.

  4. Article 9:Tasks of an employee welfare committee are as follow: Reviewing, promoting and supervising employee welfare business. Planning, custody and utilizing employee welfare fund.

  5. Allocating, auditing and reporting revenues and expenses of employee welfare usiness expenditures.

Other matters related to employee welfare.

  • Article 10: Employee welfare fund is allocated according to the left:

  • At the time of establishment, 1 5% of the paid-in capital was allocated.

  • 0.11% of the total monthly operating revenue is allocated.

  • 0.5% of the monthly wages of employees is deducted. 20% of the reject product is allocated.

  • Article 11: Employee welfare fund is allocated as required by the law shall be deposited in the bank by the Committee and shall be not used unless approved by the Committee.

  • Article 12: After the dissolution of the Committee, the remaining property of the employee benefits shall be handled in accordance with the following:

    1. In case of dissolution and the business has been eliminated, both the employer and employees shall appoint representatives and propose measures with the employee welfare committee for the remaining property of the welfare fund and shall be distributed to their original employees. A report shall be compiled and submitted to the competent authority for reference.

    2. If the employee benefit committee is registered as a nonprofit corporation, in case of dissolution, the remaining property of the profit deposit shall be handled in accordance with Article 44 of Civil Code.

  • Article 13: The Committee shall set up a plan and budget for the following year within one month before the end of a year and submit it to the competent authority for record and review after they are approved by the committee meeting. Within three months following the end of each year, the Committee shall submit a report on the execution of the plan and budget as well as the financial statement to the competent authority for record and review, and also send a copy to the business entity.

  • Article 14: The meeting rules and enforcement rues are separately stipulated.

Article 15: Matters not covered in the Committee’s charter shall be approved by the Committee before making amendments.

  • Article 16: The Charter has been enforced after the review of the competent authority.

(2) Education scholarships for the children of employees and incentive for the further education of employees.

  1. Retirement System:

    • (1) To accommodate the new allocation system for labor’s retirement funds, the employees who choose to apply for the pension as stipulated in the Labor Standards Act (old system), the Company has established a Labor Pension Fund Supervisory Committee and 2% of the monthly wages will allocated as the retirement fund. The pension funds, which are administered by the Labor Pension Fund Supervisory Committee and deposited in the Committee’s name in the Bank of Taiwan. The Company will make up for the insufficient amount. Employee retirement conditions shall be handled in accordance with the Labor Standards Act.

    • (2) To accommodate the new allocation system of labor retirement fund, for those who choose the carrying account (new system), 6% of the monthly wages will be allocated to their personal account opened by the Bureau of Labor Insurance, Ministry of Labor.

  2. Agreement and various employee rights protection measures between laborers and the management:

    • As required by the Labor Unit Act, the Company’s Taoyuan plant has established the Professional Union and a regular communication is engaged with the Company (employee) in the written or verbal form.
  3. (II) List any loss sustained as a result of labor disputes in the most recent fiscal year, and during the current

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fiscal year up to the date of publication of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken:

In the most recent fiscal year, and during the current fiscal year up to the date of publication of the annual report, there was no labor disputes. The Company will continue to enhance the

communication between the laborers and management as to reach the goal of prospect together.

  • (III) Education and Training System for Employees and its Implementation

    • (1) Operational Procedures for Education and Training System for Employees of Formosan Rubber Group Inc.:
  • Purpose:

These Operational Procedures are promulgated as a means to effectively improve the quality of personnel, implement correct quality concepts and professional skills, and carry out suitable training on employees who may produce significant impact to the environment so that they are relatively aware in order to achieve the effectiveness of the management and the goal of productive business management, ensuring that the quality management system and environmental management system are being enforced and promoted adequately.

  1. Application Scope:

These Procedures are applicable for the courses, seminars, talks, practical training, visits and inspections, and planning and implementation of competence held by relevant institutions internally or externally for all of the Company’s employees.

  1. Reference: None.

  2. Definition:

  3. 4.1 Internal training:

Training courses organized by the Company internally.

  • 4.2 External training:

Training outside of the Company; refers to outside training, observation or overseas training assigned by the Company.

  1. Operational procedures:

  2. 5.1 Application for training requirements

    • 5.1.1 Internal training:

Training plans should be proposed by the unit requesting (organizing) with contents including course items, course hours, participants, lecturers, and other matters that should be included, and submit such proposal to the president for approval.

  • 5.1.2 External training:

Any employee participating in external training should complete the “External Training Application (Tracking) Form” with an introduction of the course and relevant information included and have it submitted to the manager then approved by the president.

  • 5.2 Training implementation:

  • 5.2.1 Internal training:

    • (1) A notification should be sent out to the personnel participating 3 days prior to the course date by the handling personnel.

    • (2) The handling personnel should be responsible of all things regarding training, such as venue arrangement, teaching material distribution and coordination of lecturers.

    • (3) The lecturer should send the original handouts and teaching materials to the handling personnel for printing one week prior to the course date if any and they shall be given to the participants before lesson.

    • (4) When the internal training ends, a test should be carried out according to needs and the handling personnel or lecturer should monitor the test. Tests should be sent to the handling unit prior to the class by the lecturer.

    • (5) The handling personnel should compile roster when various trainings carry out and each participant should sign the “Education and Training Sign-in Form for Employees’ ” as a certificate for the class.

    • (6) During the training period, if failing to attend the class for a cause, a prior, procedures for taking a leave must be handled prior to the class. If absent for no reason, it is deemed as absenteeism.

    • (7) The consequence and seriousness caused by violating the Operational Procedures when carrying out employee training.

  • 5.2.2 External training:

    • (1) Temporary loan for the expenses needed for the course must be applied from the accountant after the “External Training Application (Tracking) Form” has been approved by the manager of the employees who participate in external training and the

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registration procedures for the course may begin.

  - (2) After the personnel participating in the external training completes the registration procedures, a form for taking a leave must be filled out, along with the course notification and the “External Training Application (Tracking) Form”; they should be submitted to the HR for subsequent tracking purpose.

  - (3) Suppliers that have a significant impact on the company must request relevant training or be assisted by the Company.
  • 5.3 Report of training reports:

  • 5.3.1 Internal training:

    • (1) The training results are archived by the HR and is treated as important reference basis for promotion or appointment.

    • (2) Those who are absent, late, or leave early for no cause must be noted down in the column of the sign-in form.

  • 5.3.2 External training:

    • (1) Those who participate in an external seminar or should write a training report whereas needed for the manager to review then it shall be sent to the HR to archive.

    • (2) Employees receiving external training should hand in a copy of their course completion certificate or relevant certificate to the HR to archive.

    • (3) The HR may ask the personnel who participate in external training to compile a report of what they have learned if needed which can be passed down as teaching materials for relevant personnel.

  • 5.3.3 A record of the training procedures may be kept in forms of photographs or videos if needed. Whereas there is a fire drill, a photograph record should be kept.

  • 5.3.4 The personnel participating in the external training should provide the finance department a payment document to write off expenses within one week after the training ends.

  • 5.3.5. The HR archives and safeguards training applications and relevant information.

  • 5.4 Training assessment:

  • 5.4.1 The HR should summarize the training results every 6 months and fill in the “Education and Training Analysis Form” for the president to check the effectiveness of the outcome. The form will also be provided to each departmental manager as a reference basis for promotion.

  • 5.5. Requirements for environmental management education and training

  • 5.5.1 The representative for environmental management should identify suitable training on employees of the plant who may produce significant impact to the environment so that they have necessary skills and sufficient environmental awareness.

  • 5.5.2 According to the outcome of the identification of environmental training requirements, the environmental management representative should make plans to promote environmental policies and procedures in relation to the environment as well as an explanation of various requirements, contents of training and drills in terms of emergency response plans, and training of the outcome after handling an emergency.

  • 5.5.3 The environmental management representative should be responsible for or appoint the arrangement and enforcement of the training course on the approved objects for the training plan. An on-site enforcement should be performed by the internal manager acting as the training lecturer or an external professional should be hired to do so. Personnel may be appointed to receive professional training courses in relation to environmental issues when necessary outside of the Company.

  • 5.5.4 Whereas there is a request regarding improvement technique of possible environmental impact arising from the material environmental considerations, the “External Training Application (Tracking) Form” should be submitted to the president. An external training may be assigned after an approval.

  • 5.5.5. Requirements for the competence of environmental management personnel:

    • (1) Relevant personnel of fire response organization:

      • The personnel in the fire emergency response plan should be equipped with various skills. Suitable training should be provided, and the environmental promotion chairperson should especially appoint at least one member from the plant to take part in the fire fighting training organized by the fire fighting unit and a qualified certification shall be held.
    • (2) Environmental audit personnel:

      • It should be appointed to personnel who is qualified from receiving the internal audit training of the Company’s environmental management system and who has also received training courses of environmental procedures and explanation of material

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requirements.

(3) Material environmental impact personnel:

It should be appointed to personnel who have a degree of above junior high school and have work experience in related filed for more than a year, and should have received the Company’s training courses of relevant procedures of material environmental impact and explanation of material requirements.

6. Relevant forms:

6.1 External Training Application (Tracking) Form.

6.2 Education and Training Sign-in Form for Employees.

6.3. Education and Training Analysis Form.

(2) 2020 Personnel Education and Training Record Form of Formosan Rubber Group Inc.

1 Accounting
Section
Shi Ming-De 2020 Continuous Further Education of the
AccountingManager Course
■ Yes □ No 12 hours, June 18 to June 19,
2020
8,000
2 Audit Office Liu Wen-
Zheng
Internal Audit Course ■ Yes □ No 12 hours, September 18 to
October 28,2020
6,600
3 Audit Office Wen Shu-Lan Internal Audit Course ■ Yes □ No 12 hours, August 17 to August
24,2020
6,600
4 Audit Office Peng Fang-Qin Internal Audit Course ■ Yes □ No 2020/08/17-08/24
12 hours
6,600
5 Legal Affairs
Office
Tang Guan-
Han
Class of first aiders ■ Yes □ No 2020/01/13-01/15
18 hours
4,500
6 Site of
logistics
Tsai Li-Jen Course of Bonded Warehouse Management for
Dedicated Personnel
■ Yes □ No 2020/04/11-04/25
24 hours
4,500
7 Site of
logistics
Chuang Jin-
Hou
Course of Bonded Warehouse Management for
Dedicated Personnel
■ Yes □ No 2020/04/11-04/25
24 hours
4,500
8 Site of
logistics
Li Chi-Jun Course of Bonded Warehouse Management for
Dedicated Personnel
■ Yes □ No 2020/04/11-04/25
24 hours
4,500
9 Site of
logistics
Lin Chien-Chi Re-training class of fork-lift truck operator ■ Yes □ No 3 hours, December 10, 2020 600
10 Nankang
Lease
Yang Jun-
Sheng
Re-training class of fork-lift truck operator ■ Yes □ No 3 hours, December 10, 2020 600
11 Site of
logistics
Wu Ju-Fang Course of Bonded Warehouse Management for
Dedicated Personnel
■ Yes □ No 2020/11/21-12/20
24 hours
4,500
12 Site of
logistics
Wu, Jing-
Hsuan
Course of Bonded Warehouse Management for
Dedicated Personnel
■ Yes □ No 2020/11/21-12/20
24 hours
4,500
13 Production
Section
Chiu Chian-
Min
Re-training class of safety and health
supervisors
■ Yes □ No 6 hours, October 30, 2020 1,200
14 Production line
R

Huang Chung-
Hung
Re-training class of organic solvent supervisors ■ Yes □ No 6 hours, December 18, 2020 850
15 Production line
U

Hsu Dong-Chu
Re-training class of organic solvent supervisors ■ Yes □ No 6 hours, December 18, 2020 850

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(IV) Code of Conduct or Ethics for Employees

Code of Conduct for Employees of Formosan Rubber Group Inc.

  - Established in August 2008
  • I. I abide by the three precepts of Formosan Rubber Group Inc.: no corruption, no gambling, and filial piety.

  • II. I respect personal sacred privacy and I do not discuss issues including politics, regions and races in the work place; unless approved by the manager, I do not discuss issues in relation to salary.

  • III. I abide by the employees’ industrial safety rules of Formosan Rubber Group Inc.:

  • Operators working on site must wear safety shoes and work clothes.

  • Work clothes must be tugged into the trousers to prevent them from being caught in the machine.

  • Prior to operating the machine and equipment, the emergency braking device must be checked whether it is operating normally.

  • A qualified certificate must be provided to operate on the stationary crane; prior to use, the rope must be checked whether it is complete and when the crane is in use, people walking underneath the load is strictly prohibited.

  • A qualified certificate must be provided to drive a forklift, and be aware of personnel’s safety when driving.

  • Fire extinguishers in the work place should be checked whether they have expired and or if the pressure is enough.

  • Dust masks must be worn when working in dusty places.

  • Activated carbon masks must be worn when working in organic solvent places, and air circulation must be maintained.

  • Heat-resistant gloves and arm bands must be worn in high-temperature places to prevent buns.

  • 10.Protective covers must be installed for transmission belts and chains of machinery and equipment.

  • 11.When using electrical equipment, plugs, socket must be carefully checked whether they are fixed, and whether the wire is broken to prevent leakage, short circuit, and electric shock.

  • 12.Protective gloves and goggles must be worn when using electric welding machines.

  • 13.Goggles must be worn when using grinders.

  • 14.When using a mobile ladder, it must be fixed to prevent falling

  • 15.Follow the smoking rules (smoking at the required time and location)

  • 16.Compliance of other safety rules later formulated by all managers

(V) Workplace and employees’ safety protection measures:

  1. Workplace and safety and health enforcement status of Formosan Rubber Group Inc.

  2. (1) As required by the Ministry of Labor, an industrial safety and labor safety and health management committee has been set up. Chairperson: the director of the plant Hsiao Zheng-Zhong and all units have a responsible member.

  3. (2) A safety and health month events are organized each year in March and September. Various workplace, safety and heath checks and education and training will be implemented strictly and participation is compulsory for all members.

  4. (3) Audit units of ISO-9001 and ISO-14001 come to the Company to check various workplace, safety and health operations and the enforcement of education and training.

  5. (4) Employees are insured with occupational accidents and group insurances; if an accident of safety and health occurs, he/she is entitled the insurance protection.

  6. Safety and Health Work Rues of Formosan Rubber Group Inc.

  7. (1) 10 Industrial Safety and Health Rules of Formosan Rubber Group Inc.

    1. Safety first, health first.

    2. Follow laws and regulations in terms of safety and health.

    3. Enhance safety and health equipment.

    4. Improve safety and health organizations.

    5. Strengthen safety and health education.

    6. Have safety and health habits.

    7. Build safety honor concepts.

    8. Increase the awareness for prevention of disasters.

    9. Implement industrial automatic checks.

    10. Work together to ensure safety.

  8. (2)Responsibilities of Managers

     1. Managers (including commanding several workers, such as shift leader, team leader, and section chief) should e responsible for preventing accidents.
    
     - 2.Be an example in following safety and health rules.
    
     - 3.Guide and supervise the department to follow safety and health rules.
    

-100-

  1. Maintain the sound environment and equipment of the management area; if poor safety and health situation is discovered, it must be corrected at any time.

  2. 5.Managers should remain in contact and cooperation with the safety and health management personnel to prevent accidents together.

  3. When an accident occurs, the safety and health management department and the safety and health committee must be contacted immediately to seek a solution for improvement

  4. All managers must be aware of the safe working methods of the work they are supervising, and supervise their subordinates to follow, and they should be an example to their subordinates.

  5. All managers must be familiar with the safety fence deices and protection equipment of human safety of the work they are in charge of and the application of maintenance.

  6. Assignment of work should be appropriate. If there are no more than 2 foremen being in charge, one of them should be appointed as the person in charge for commanding.

10.The purpose of plant management is to maintain a working environment that is neat, clean and comfortable.

  • (3) Personal conduct

  • Follow the rules in terms of safety and health.

  • Work must be conducted according to the standard working method or manager instructions; they may not be changed without consent.

  • Machines may not be operated on without authorization by other personnel aside from the responsible personnel (unless authorized by the manager).

  • Lingering or wandering in the work area of others for no reason at any time is prohibited.

  • Ensure that materials being used at work that are placed on the scaffold, tower or other high places do not trip others or hurt others from falling.

  • If objects must be thrown from the high place, the ground should be fenced up and warning should be displayed to prohibit others from entering.

  • When moving equipment or scaffold, unfixed objects placed on top should be removed.

  • Do not run, shout, play, pull pranks or other behaviors that obstruct order in the plant.

  • Do not use compressed air to blow dust off a body and use the compressed tube to point at others.

10.Do not take shortcuts and enter production operation area when walking.

  • 11.It is prohibited to sit on the conveyor belt or walk on the frame.

  • 12.It is strictly prohibited for people to walk on the roof of asbestos tiles.

  • 13.Do not walk underneath an overhead crane or hanging heavy objects during work.

  • If an area with oil leakage, air leakage, broken and damaged ladder, platform, railing or other unsafe places are discovered, please report to the manager or safety and health management personnel at any time.

  • Do not use tools with poor performance or malfunctioning machinery.

  • It is prohibited to place sharp knives into the pocket and throw objects in the workshop.

  • It is prohibited to smoke inside the workplace or when walking; cleanness must be maintained and fruit skin and garbage must not be discarded inside the plant.

  • Do not push the door too hard when entering and exiting to prevent hitting people at the other side.

  • Take extra care when walking up and down stairs or anywhere that is slippery.

  • Injuries occur when moving objects, please take extra care.

  • Remember all entries and exits and emergency exit of the workplace by heart. Orders must be complied with and guidance must be followed when there is an emergency.

  • Each employee should be responsible for preventing accidents and encourage one another regarding following the safety rules.

  • If any unsafe situation is discovered, the manager or safety and health management committee must be reported to immediately to seek a solution for improvement.

(All enforcement rules are published in the chapters in the “Safety and Health Work Rues of Formosan Rubber Group Inc.”)

-101-

VI. Important Contracts:

Type of contract Party Contract Duration Contract content Restrictive
terms
Long-term loans Hua Nan Bank February 10, 2015
-
February 10, 2020
Financing line of NT$802 million for
the land development of Huiguo
Section of Taichung
(※The case was closed on January 16,
2020 and the registration has been
written off.)
None
Sales contract Japan Ajinomoto January 26, 2005 Co-produced additives for electronic
chemistry
None
Real Estate Development
Contract
Continental Development Corp.
Heng Bang Construction Co., Ltd.
Heng Ju Construction Co., Ltd.
May 16, 2012 The B7 land development in Xinyi
Section
None
Da Lu Construction Co., Ltd. October 17, 2014 The land development in Huiguo
Section of Taichung
None

-102-

VI. An Overview of the Company's Financial Status

  • I. Condensed balance sheets and statements of comprehensive income for the past 5 fiscal years

  • II. Finance analysis for the past 5 fiscal years

  • III Audit committee review report of the most recent annual financial report

  • IV. Financial report for the most recent fiscal year,

  • V. A parent company only financial statement for the most recent fiscal year, certified by a CPA

  • VI. If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation

-103-

VI. An Overview of the Company's Financial Status

I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years: (I) The International Financial Reporting Standards have been adopted

  1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
I. Condensed balance sheets and comprehensive income statements for the past 5 fiscal years:
(I)
The International Financial Reporting Standards have been adopted
1. Consolidated Condensed Balance Sheet
Unit: NT$thousand
Year
Item
Financial information for the past 5 years (Note 1) Financial
Information of
Year-to-date as at
March 31, 2021
(Note 1)
2016 2017 2018 2019 2020
Current Assets 10,097,817
10,616,690

9,877,351

8,575,654

7,948,387

8,268,307
Property,Plant and Equipment 869,608
890,506

942,204

891,585

848,439

837,084
Intangible Assets 0 0 0 0 0 0
Other Assets 3,424,663
3,365,337

3,304,535

3,512,195

3,460,289

3,485,672
Total Assets 14,392,088 14,872,533 14,124,090 12,979,434 12,257,115 12,591,063
Current
Liabilities
Before
Distribution
2,976,101 3,818,373
3,544,274

1,919,580

818,341

691,994
After
Distribution
3,209,851 4,058,873 3,782,274 2,199,580 (Note 2) (Note 2)
None Current Liabilities 233,854 217,322 220,894 254,232
256,515

266,817
Total Liabilities Before
Distribution
3,209,955 4,035,695
3,765,168

2,173,812

1,074,856

958,811
After
Distribution
3,443,705 4,276,195 4,003,168 2,453,812 (Note 2) (Note 2)
Equity Attributable to Parent
CompanyShareholders
11,183,129 10,837,841 10,359,932 10,806,639 11,182,259 11,632,252
Shares 4,336,000 3,800,000 3,700,000 3,500,000 3,423,260 3,423,260
Capital reserve 519,530 506,026 492,836 466,463 456,341 456,341
Retained
Earnings
Before
Distribution
6,611,617 6,512,624
6,473,080

6,672,834

7,245,305

7,464,326
After
Distribution
6,377,867 6,272,124 6,235,080 6,392,834 (Note 2) (Note 2)
Other Equity (179,047) 20,523
(44,611)
167,342
57,353

288,325
TreasuryStock (104,971) (1,332) (261,373) 0
0

0
Non-ControllingInterest (996) (1,003) (1,010) (1,017) 0
0
Total Equity Before
Distribution
11,182,133 10,836,838 10,358,922 10,805,622 11,182,259 11,632,252
After
Distribution
10,948,383 10,596,338 10,120,922 10,525,622 (Note 2) (Note 2)

Note 1: The annual financial information has been audited by the CPA, and the financial information of first quarter of 2021 has been reviewed by the CPA prior to the publication of the annual report.

Note 2: Earnings distribution of 2020 is not yet resolved on the 2021 general meeting of shareholders.

-104-

2. A Parent Company Only Condensed Balance Sheet

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Year
Item
Financial information for the past 5 years (Note 1)
2016 2017 2018 2019 2020
Current Assets 9,687,038
10,148,794

9,366,898

7,927,109

7,325,060
Property,Plant and Equipment 869,608
890,506

942,204

891,585

848,439
Intangible Assets 0 0 0 0 0
Other Assets 3,833,287
3,830,926

3,812,727

4,158,796

4,083,175
Total Assets 14,389,933 14,870,226 14,121,829 12,977,490 12,256,674
Current Liabilities Before
Distribution
2,968,963
3,811,048

3,536,961

1,912,550

817,900
After
Distribution
3,202,713 4,051,548 3,774,961 2,192,550 (Note 2)
None Current Liabilities 237,841 221,337
224,936

258,301

256,515
Total Liabilities Before
Distribution
3,206,804
4,032,385

3,761,897

2,170,851

1,074,415
After
Distribution
3,440,554 4,272,885 3,999,897 2,450,851 (Note 2)
Equity Attributable to Parent
CompanyShareholders
11,183,129 10,837,841 10,359,932 10,806,639 11,182,259
Shares 4,336,000 3,800,000 3,700,000 3,500,000 3,423,260
Capital reserve 519,530 506,026 492,836 466,463 456,341
Retained Earnings Before
Distribution
6,611,617
6,512,624

6,473,080

6,672,834
7,245,305
After
Distribution
6,377,867 6,272,124 6,235,080 6,392,834 (Note 2)
Other Equity (179,047) 20,523
(44,611)
167,342 57,353
TreasuryStock (104,971) (1,332) (261,373) 0 0
Non-ControllingInterest 0 0 0 0 0
Total Equity Before
Distribution
11,183,129 10,837,841 10,359,932 10,806,639 11,182,259
After
Distribution
10,949,379 10,597,341 10,121,932 10,526,639 (Note 2)

Note 1: The annual financial information above has been audited by the CPA

Note 2: Earnings distribution of 2020 is not yet resolved on the 2021 general meeting of shareholders.

-105-

3. Comprehensive Income Statements

Unit: NT$ thousand

Earnings / (Loss) per share unit: NT$

Year
Item

Financial information for the past 5 years (Note 1)

Financial information for the past 5 years (Note 1)

Financial information for the past 5 years (Note 1)

Financial information for the past 5 years (Note 1)

Financial information for the past 5 years (Note 1)
Current year up to
March 31, 2021
Financial information
(Note 1)
2016 2017 2018 2019 2020
Operatingincome 1,708,188 1,726,834 1,373,818 2,701,777 3,282,255 934,413
Operatingmargin 526,703 538,798 330,480 661,688 1,062,287 310,089
Net OperatingIncome 286,529 304,471 101,195 423,813 810,562 242,004
Non-Operating Income
and Expenses
128,053 (106,183) 159,232 128,874 119,572 727
Pre-Tax Income 414,582
198,288

260,427

552,687

930,134

242,731
Net Income for
ContinuingOperation
327,101 189,233 215,795 538,950 901,716 215,570
Loss of Discontinued
Operation
0 0 0 0 0 0
Net Income(Loss) 327,101 189,233 215,795 538,950 901,716 215,570
Other comprehensive
income recognized for
the period
(Net amount after tax)
25,512 199,685 (33,634) 184,067 (116,478) 234,423
Total Comprehensive
Income
352,613 388,918 182,161 723,017 785,238 449,993
Profit Attributable to the
Equity Holders of the
Parent Company
327,110 189,240 215,802 538,957 901,716 215,570
Net Profit Attributable
to Non Controlling
Interests
(9) (7) (7) (7) 0 0
Comprehensive Income
Attributable to the
Equity Holders of the
Parent Company
352,622 388,925 182,168 723,024 785,238 449,993
Comprehensive Income
Attributable to Non
ControllingInterests
(9) (7) (7) (7) 0 0
Earnings Per Share 0.71 0.47 0.59 1.54 2.62 0.63

Note 1: The annual financial information has been audited by the CPA, and the financial information of first quarter of 2021 has been reviewed by the CPA prior to the publication of the annual report.

-106-

4. A Parent Company Only Comprehensive Income Statements

Unit: NT$ thousand

Earnings / (Loss) per share unit: NT$

Unit: NT$ thousand
Earnings /(Loss) per share unit: NT$
Unit: NT$ thousand
Earnings /(Loss) per share unit: NT$
Unit: NT$ thousand
Earnings /(Loss) per share unit: NT$
Unit: NT$ thousand
Earnings /(Loss) per share unit: NT$
Year
Item
Financial information for the past 5 years (Note 1)
2016 2017 2018 2019 2020
Operatingincome 1,708,248 1,726,894 1,373,878 2,701,837 3,282,315
Operatingmargin 526,763 538,858 330,540 661,748 1,062,347
Net OperatingIncome 291,957 309,180 103,821 426,917 812,584
Non-Operating Income and
Expenses
122,605 (110,911) 156,948 123,093 117,501
Pre-Tax Income 414,562 198,269 260,769 550,010 930,085
Net Income for Continuing
Operation
327,110 189,240 215,802 538,957 901,716
Loss of Discontinued
Operation
0 0 0 0 0
Net Income(Loss) 327,110 189,240 215,802 538,957 901,716
Other comprehensive income
recognized for the period
(Net amount after tax)
25,512 199,685 (33,634) 184,067 (116,478)
Total Comprehensive Income 352,622 388,925 182,168 723,024 785,238
Profit Attributable to the
Equity Holders of the Parent
Company
327,110 189,240 215,802 538,957 901,716
Net Profit Attributable to Non
ControllingInterests
0 0 0 0 0
Comprehensive Income
Attributable to the Equity
Holders of the Parent Company
352,622 388,925 182,168 723,024 785,238
Comprehensive Income
Attributable to Non Controlling
Interests
0
0

0

0

0
Earnings Per Share 0.71
0.47

0.59

1.54

2.62

Note 1: The annual financial information above has been audited by the CPA

(II) The names of appointed certified accountants and their audit opinions in the last 5 years

Year Name of CPA Audit Opinions
2016 Zhou Yin-Lai,Wu Hsin-Liang An Unqualified Opinion
2017 Zhou Yin-Lai,Wu Hsin-Liang An Unqualified Opinion
2018 Zhou Yin-Lai,Wu Hsin-Liang An Unqualified Opinion
2019 Zhou Yin-Lai,Wu Hsin-Liang An Unqualified Opinion
2020 Zhou Yin-Lai,Wu Hsin-Liang An Unqualified Opinion

-107-

II. Finance analysis for the past 5 fiscal years

(I) The International Financial Reporting Standards have been adopted

  1. Consolidated Financial Analysis
Year
Analysis
Year
Analysis

Financial Analysis for thePast5Years(Note 1)

Financial Analysis for thePast5Years(Note 1)

Financial Analysis for thePast5Years(Note 1)

Financial Analysis for thePast5Years(Note 1)

Financial Analysis for thePast5Years(Note 1)
Year-to-date as of
March 31, 2021
(Note 1)
2016 2017 2018 2019 2020
Financial
Structure(%)
Debt to Assets Ratio 22.30 27.14 26.66 16.75 8.77 7.62
Long Term Funds to Property, Plant and
Equipment Ratio
1,312.77 1,241.33 1,122.88 1,240.47 1,348.21 1,421.49
Liquidity % Current Ratio 339.30 278.04 278.68 446.75 971.28 1,194.85
Quick Ratio 149.57 131.42 114.73 207.18 578.74 790.75
Times Interest Earned 32.75 12.26 12.91 29.16 114.06 290.66
Operating
Performance
Average Collection Turnover(times) 7.46 7.82 7.05 17.43 17.87 17.25
Average Number of Days 48.92 46.67 51.77 20.94 20.42 21.15
InventoryTurnover(times) 0.21 0.22 0.19 0.40 0.58 0.85
Average Payment Turnover(times) 5.97 6.66 6.14 14.75 22.21 22.82
Average Sales Days 1,738.09 1,659.09 1,921.05 912.50 629.31 429.41
Property, Plant and Equipment Turnover
(times)
1.97 1.96 1.50 2.95 3.77 4.44
Total Assets Turnover(times) 0.12 0.12 0.09 0.20 0.26 0.30
Profitability Return on Total Assets(%) 2.29 1.39 1.61 4.09 7.20 6.96
Return on Equity (%) 2.83 1.72 2.04 5.09 8.20 7.56
Pre-Tax to Ratio of the Paid-In Capital
(%)
9.56 5.22 7.04 15.79 27.17 28.36
Net Margin(%) 19.15 10.96 15.71 19.95 27.47 23.07
Earnings Per Share(NT$) 0.71 0.47 0.59 1.54 2.62 0.63
Cash Flow Cash Flow Ratio(%) 8.31 11.65 11.98 92.89 253.39 98.05
Cash Flow AdequacyRatio(%) 96.37 133.54 87.83 63.93 296.82 -
Cash Flow Reinvestment Ratio(%) (1.31) 1.69 1.53 12.38 14.32 -
Leverage OperatingLeverage 1.69 1.63 2.82 1.86 1.43 1.370
Financial Leverage 1.05 1.06 1.28 1.05 1.01 1.00
Please explain the reason for ratio changes for financial information in the past 2 years. (Analysis may be exempted if the increase or decrease change does not reach 20%)
1. Debt to assets ratio: Current Liabilities: Mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,” “Legend River,” and “55Timeless” and the
completion and handover of “La Bella Vita”, resulting in a decrease in short-term loan and short-term notes payable.
2. Current ratio, quick ratio and times interest earned: The decrease of current liabilities is mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,”
“Legend River,” and “55Timeless”, and the completion and handover of “La Bella Vita” resulting in a decrease in short-term loan and short-term notes payable compared to the
previous period; the increase of current earnings before interest and taxes is mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,” “Legend River,”
and “55Timeless”, and the completion and handover of “La Bella Vita”, resulting in an increase of net income compared to the previous period.
3. Average collection turnover, average number of days, inventory turnover, average payment turnover, average sales days, property, plant and equipment turnover Ratio and total
assets turnover: Mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,” “Legend River,” and “55Timeless” and the completion and handover of “La
Bella Vita”, resulting in an increase in operating income and related operating costs.
4. Return on assets, return on equity, pre-tax to ratio of the paid-in capital, profit margin and earnings per share: Mainly due to the continuous sales of construction projects of
“Bridge Upto Zenith,” “Legend River,” and “55Timeless”, and the completion and handover of “La Bella Vita”, resulting in an increase of pre-tax income and net income
compared to the previous period.
5. Cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: Mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,” “Legend River,”
and “55Timeless”, and the completion and handover of “La Bella Vita” resulting in an increase of net cash flows in current operating activities by a large margin.
6. Operating leverage: Mainly due to the continuous sales of construction projects of “Bridge Upto Zenith,” “Legend River,” and “55Timeless”, and the completion and handover
of “La Bella Vita”,resultingin an increase of operating profit compared to thepreviousperiod.
  • Note 1:The annual financial information has been audited by the CPA, and the financial information of first quarter of 2021 has been reviewed by the CPA prior to the publication of the annual report.

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2. Parent Company Only Financial Analysis

Year
Analysis
Year
Analysis

Financial Analysis for thePast5Years (Note 1)

Financial Analysis for thePast5Years (Note 1)

Financial Analysis for thePast5Years (Note 1)

Financial Analysis for thePast5Years (Note 1)
2016 2017 2018 2019
2020
Financial
Structure(%)
Debt to Assets Ratio 22.29 27.12 26.64 16.73 8.77
Long Term Funds to Property,
Plant and Equipment Ratio
1,313.35 1,241.90 1,123.42 1,241.04 1,348.21
Liquidity % Current Ratio 326.28 266.30 264.83 414.48 895.59
Quick Ratio 136.09 119.39 100.54 174.03 502.85
Times Interest Earned 32.75 12.26 12.92 28.35 114.05
Operating
Performance
Average Collection Turnover
(times)
7.46 7.82 7.05 17.43 17.87
Average Number of Days 48.92 46.67 51.77 20.94 20.42
InventoryTurnover(times) 0.21 0.22 0.19 0.40 0.58
Average Payment Turnover
(times)
5.97 6.66 6.14 14.75 22.21
Average Sales Days 1,738.09 1,659.09 1,921.05 912.50 629.31
Property, Plant and Equipment
Turnover Ratio(times)
1.97 1.96 1.50 2.95 3.77
Total Assets Turnover(times) 0.12 0.12 0.09 0.20 0.26
Profitability Return on Total Assets(%) 2.29 1.39 1.61 4.09 7.20
Return on Equity (%) 2.83 1.72 2.04 5.09 8.20
Pre-Tax to Ratio of the Paid-In
Capital (%)
9.56 5.22 7.05 15.71 27.17
Net Margin(%) 19.15 10.96 15.71 19.95 27.47
Earnings Per Share(NT$) 0.71 0.47 0.59 1.54 2.62
Cash Flow Cash Flow Ratio (%) 7.95 11.43 11.50 91.79 249.14
Cash Flow Adequacy Ratio (%) 95.69 132.38 86.09 61.05 290.71
Cash Flow Reinvestment Ratio
(%)
(1.40) 1.62 1.38 12.11 13.98
Leverage Operating Leverage 1.66 1.60 2.75 1.85 1.43
Financial Leverage 1.05
1.06

1.27

1.05

1.01
Please explain the reason for ratio changes for financial information in the past 2 years. (Analysis may be exempted if the increase or decrease change does not
reach 20%)
1. Debt to assets ratio: Current Liabilities: Mainly due to the continuous sales of construction projects of“Bridge Upto Zenith,”“Legend River,”and
“55Timeless”and the completion and handover of“La Bella Vita”, resulting in a decrease in short-term loan and short-term notes payable.
2. Current ratio, quick ratio and times interest earned: The decrease of current liabilities is mainly due to the continuous sales of construction projects of
“Bridge Upto Zenith,”“Legend River,”and“55Timeless”, and the completion and handover of“La Bella Vita”resulting in a decrease in short-term loan and
short-term notes payable compared to the previous period; the increase of current earnings before interest and taxes is mainly due to the continuous sales of
construction projects of“Bridge Upto Zenith,”“Legend River,”and“55Timeless”, and the completion and handover of“La Bella Vita”, resulting in an
increase of net income compared to the previous period.
3. Average collection turnover, average number of days, inventory turnover, average payment turnover, average sales days, property, plant and equipment
turnover Ratio and total assets turnover: Mainly due to the continuous sales of construction projects of“Bridge Upto Zenith,”“Legend River,”and
“55Timeless”and the completion and handover of“La Bella Vita”, resulting in an increase in operating income and related operating costs.
4. Return on assets, return on equity, pre-tax to ratio of the paid-in capital, profit margin and earnings per share: Mainly due to the continuous sales of
construction projects of“Bridge Upto Zenith,”“Legend River,”and“55Timeless”, and the completion and handover of“La Bella Vita”, resulting in an
increase of pre-tax income and net income compared to the previous period.
5. Cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: Mainly due to the continuous sales of construction projects of“Bridge Upto
Zenith,”“Legend River,”and“55Timeless”, and the completion and handover of“La Bella Vita”resulting in an increase of net cash flows in current
operating activities by a large margin.
6. Operating leverage: Mainly due to the continuous sales of construction projects of“Bridge Upto Zenith,”“Legend River,”and“55Timeless”, and the
completion and handover of“La Bella Vita”, resultingin an increase of operating profit compared to thepreviousperiod.

Note 1: The annual financial information above has been audited by the CPA

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Note 2: The calculation method for the financial analysis is as follows:

  1. Capital Structure Analysis

    • (1) Debt to Assets Ratio = Total Liabilities / Total Assets.
  2. (2) Long-term Fund to Fixed Assets Ratio = (Shareholders’ Equity + Long-term Liabilities) / Net Fixed Assets.

    1. Liquidity Analysis

    2. (1) Current Ratio = Current Assets / Current Liabilities. (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities.

    3. (3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.

  3. Operating Performance Analysis

    • (1) Average Collection Turnover (including accounts receivable and notes receivable resulted from business operation) = Net Sales / Average Trade Receivables (including accounts receivable and notes receivable resulted from business operation).

    • (2) Days Sales Outstanding = 365 / Average Collection Turnover.

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

    • (4) Average Payment Turnover (including accounts payables and notes payables resulted from business operation) = Cost of Sales / Average Trade Payables (including accounts payables and notes payables resulted from business operation).

    • (5) Average Sales Days = 365 / Average Inventory Turnover.

    • (6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment. (7) Total Assets Turnover = Net Sales / Average Total Assets.

  4. Profitability Analysis

    • (1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets. (2) Return on Equity = Net Income / Average Total Equity.

    • (3) Net Margin = Net Income / Net Sales.

  5. (4) Earnings Per Share = (Net Income - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding. (Note 4)

    1. Cash Flow

    2. (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities.

  6. (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend.

  7. (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Property, Plant and Equipment + Long-term Investments + Other Assets + Working Capital). (Note 5)

    1. Leverage:

    2. (1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations (Note 6) (2) Financial Leverage = Operating Profit / (Operating Profit - Interest Expenses)

  8. Note 3: The calculation of the earnings per share of the preceding paragraph shall pay special attention to the following: 1. Based on the weighted average number of ordinary shares, rather than the number of shares issued at the end of the year. 2. Where there is a cash replenishment or treasury stock trading, the weighted average number of shares shall be calculated during the peri od of circulation.

    1. Where there is a surplus to capital increase or capital surplus to capital increase, the calculation of the earnings per share for the previous year and half year should be adjusted by the proportion of capital increase, rather than the period the capital increase is issued.
    1. If the preferred shares are non convertible accumulative shares, its annual dividend (whether or not it is issued) shall be deductible from the net income or increased to net loss after tax. If the preferred shares are non cumulative, then in the case of having a net profit after tax, the preferred dividend should be deducted from the net profit after tax; in the case of net loss after tax, no adjustments are required.
  9. Note 4: The following should be taken more consideration into when analyzing cash flows: 1. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement. 2. Capital expenditure refers to the annual cash outflow of capital flows. 3. The increase in inventories shall only be credited when the balance at the end of the period is greater than them balance at the beginning of the period. If the inventory is reduced at the end of the year, then the inventory amount should be accounted at zero.

    1. Cash dividends include cash dividends for common stock and special shares.
  10. Fixed assets means the total amount of Property , plant and equipment before deducting accumulated depreciation.

Note 5: The issuer shall distinguish between the operating costs and operating expenses being fixed or variables. When involved in the estimation or subjective judgments, one should pay attention to its rationality and consistency.

Note 6: If the Company's shares are no par or not in the denomination of NT$10, the calculation of the ratio of the paid in capital shall be calculated based on the equity ratio of the balance sheet attributable to the owners of the parent company.

-110-

III. Audit Committee’s Review Report

The Company’s 2020 business report, financial statements (including consolidated and standalone financial statements) and the motion for earnings distribution; among these, the financial statements have been audited by CPAs Zhou Yin-Lai and Wu Xin-Liang of Baker Tilly, and the audit report has been submitted.

The business report, financial statements and the motion for earnings distribution stated above have been reviewed by the Audit Committee and no discrepancy has been found. We have presented you the reports based on the provisions stipulated in Article 14-4 in Securities and Exchange Act and Article 219 in the Company Act.

Please review

Regards,

2021 Shareholders Regular Meeting of Formosan Rubber Group Inc.

Formosan Rubber Group Inc.

Convener of Audit Committee: Xiao Sheng-Xian

March 19, 2021

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IV. Financial report for the most recent fiscal year

(English Translation of Consolidated Financial Statements

and Report Originally Issued in Chinese)

Formosan Rubber Group Inc. and Subsidiaries

Consolidated Financial Statements and Independent Auditors’ Report 2020 and 2019

Address: 8F, No. 82, Sec. 1, Hankou St., Zhongzheng District, Taipei City Tel No.: (02) 2370-0988

The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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REPRESENTATION LETTER

The Companies required to be included in the consolidated financial statements of Formosan Rubber Group Inc. 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 Standards No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the consolidated financial statements is included in the consolidated financial statements. Consequently, Formosan Rubber Group Inc. and Subsidiaries do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

Formosan Rubber Group Inc.

By

HSU, ZHEN-TSAI

Chairperson

March 19 , 2021

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INDEPENDENT AUDITORS’REPORT

NO.00111090ECA

To: Formosan Rubber Group Inc.

Opinions

We have audited the consolidated balance sheet of Formosan Rubber Group Inc. and its subsidiaries as of December 31, 2020 and 2019 and consolidated comprehensiveincome statement, consolidated statement of changes in equity, consolidated statement of cash flows and notes to consolidated financial statements (including summary of material accounting policies) for the January 1 to December 31, 2020 and 2019.

According to the opinion of this CPA, based on our CPA’s audited result, the major aspects of the consolidated financial statements as stated in the above are prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations as well as interpretation announcements recognized and announced effective by the Financial Supervisory Commission, sufficiently expressing the financial status of Formosan Rubber Group Inc. and its subsidiaries as of December 31, 2020 and December 31, 2019, and the consolidated financial performance and consolidated cash flow of from January 1 to December 31, 2020 and 2019.

Basis of opinion

We have conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. With our responsibility under such regulations and standards, we will further explain the responsibility of our audit of the financial statements. The personnel ruled with independence in the accounting office of the certified public accountant (CPA) have followed the Norm of Professional Ethics for Certified Public Accountants to stay impartial and independent from Formosan Rubber Group Inc. and its subsidiaries, and carry out other responsibilities required by the Rules. We believe that we have obtained sufficient and pertinent audit evidence, which provides the basis of our audit opinions.

-114-

Key audit matters

The key audit item refers to the most crucial element of our professional judgment about the audit conducted for the 2020 consolidated financial statements of Formosan Rubber Group Inc. and its subsidiaries. The item has been reflected in our overall audit of the consolidated financial statements and in the process to form our audit opinions, in which we do not individually express our opinion on the item.

Below is the list of key audit issues on the 2020 consolidated financial statements of Formosan Rubber Group Inc. and its subsidiaries:

Valuation of Net Realizable Value of Real Estate For Sale

Summary of key issues for auditing

As of December 31, 2020, the value of real estate for sale on the consolidated balance sheet was NT$ 2,931,616 thousand primarily reflective of the cost with completed properties and land held for sale. These items accounted for approximately 24% of the consolidated total assets. Please refer to Notes 4, 5 and 11 of the consolidated financial statements for detailed information. Formosan Rubber Group Inc. uses the lower of the cost or net realizable value for the valuation of real estate for sale. As the valuation of real estate for sale is subject to the effects of the cycle in the real estate market and the changes of the government policy and the determination of net realizable values for real estate for sale requires major judgment and estimates, it was listed as one of the audit priorities this year.

Audit procedures

The audit procedures were carried out by CPAs as follows:

  1. Acquisition of the data concerning the company’s assessment of lower of the costs and net realizable value;

  2. Random inspection of the ownership documents for the properties held for sale, in order to validate the integrity of the assessment;

  3. Random inspection of the data concerning the estimated selling price and the sale records of the most recent period, so as to determine the basis and reasonability of the management’s estimate of net realizable value.

-115-

Impairment of Property Investments Summary of key issues for auditing

As of December 31, 2020, the value of property investments on the consolidated balance sheet was NT$ 2,713,577thousand accounting for approximately 22% of the consolidated total assets. Please refer to Notes 4, 5 and 16 of the consolidated financial statements for detailed information. Management complies with IAS 36 “Impairment of Assets” by evaluating whether there are any signs indicating the investment properties may be impaired on each balance sheet date. Given the numerous assumptions involved, and the high uncertainty of accounting estimates, it was listed as one of the audit priorities this year.

Audit procedures

The audit procedures were carried out by CPAs as follows:

  1. Acquisition of the data concerning the company’s assessment of asset impairments according to cash generating units;

  2. Assessment of the reasonability of the management’s identification of impairment signs, assumptions and estimates used, such as the division of cash generating units, forecasting of cash flows, the appropriateness of the discount rate.

Miscellaneous

Formosan Rubber Group Inc. has prepared its individual financial statements for 2020 and 2019, and the auditors have issued an unqualified opinion. Both the statements and the Auditors’ Report are provided for reference. Responsibility of the management and governance unit for the consolidatedfinancial statements

The responsibility of the management is to prepare the adequately expressed financial statements 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), interpretations as well as interpretation announcements recognized and announced effective by the Financial Supervisory Commission, and maintain the internal control required by the preparation of the consolidated financial statements, so as to ensure that the consolidated financial statements do not have any material misstatement resulting from corruption or errors.

-116-

Unless that the management plan to liquidate Formosan Rubber Group Inc. and its subsidiaries or stop the business or there are no other practical and feasible measures except liquidation or business closure, the responsibility of the management for preparing the financial statements includes assessment of Formosan Rubber Group Inc. and its subsidiaries’ competence in continuing business operation, disclosure of relevant items and adoption of the business continuation accounting basis.

The governance unit (including the supervisors) of Formosan Rubber Group Inc. and its subsidiaries is liable to supervise the financial reporting process.

Auditor’s responsibilities for the audit of consolidated financial statements

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance about whether any material misstatement resulting from corruption or errors is existent in the overall consolidated financial statements, and issue the audit report. The reasonable assurance referred to here is a high degree of assurance. Nevertheless, the audit executed in accordance with the generally accepted auditing standards cannot guarantee that the material misstatement existing in the consolidated financial statements can be detected. A misstatement may result from errors or corruption. If the individual amount or compiled amount of a misstatement can be reasonably expected to impact the economic policy made by the user of the consolidated financial statements, it shall be regarded as a material factor.

When conducting the audit according to the generally accepted auditing standards, we used our professional judgment and kept professionally doubtful about dubious things. We also executed the following tasks:

  1. Recognize and assess the risk of the material misstatement resulting from corruption or errors; design and take the appropriate coping strategy for the assessed risk; obtain sufficient and pertinent audit evidence as the basis of the audit opinions. Given that corruption may involve conspiracy, falsification, deliberate omission, misstatement or transgression of the internal control, the risk in the failure in detecting the material misstatement resulting from corruption is higher than that resulting from errors.

  2. Understand the necessity for obtaining the internal control associated with the audit, so as to design the audit procedure appropriate under the condition at the time. However, the purpose of it is not to express the opinion on the efficacy of Formosan Rubber Group Inc. and its subsidiaries’ internal control.

-117-

  1. Assess the propriety of the accounting policy adopted by the management and the rationality of the accounting estimation and relevant disclosures.

  2. Conclude if the business continuation accounting basis adopted by the management is proper, and whether the material doubtful event or circumstance likely incurred from the competence of Formosan Rubber Group Inc. and its subsidiaries’ continuing business operation has any material uncertainty according to the acquired audit evidence. If we consider material uncertainty existent in such event or circumstance, we shall remind the user of the consolidated financial statements to pay attention to the relevant disclosures of the consolidated financial statements through our audit report, or modify the audit opinion when such disclosures are not applicable. Our conclusion is made according to the audit evidence acquired until the audit report day. However, the development of future events or circumstances is also likely to bring about Formosan Rubber Group Inc. and its subsidiaries’ incompetence to continue its business operation.

  3. Assess the overall representation, structure and content of the consolidated financial statements (including the relevant notes) and check if the related transactions and events are adequately represented in the consolidated financial statements.

  4. Acquire sufficient and pertinent audit evidence from the financial information of individual entities composed in the Formosan Rubber Group Inc. and its subsidiaries, so as to express opinions on the consolidated financial statements. We are responsible for the guidance, supervision and execution of the Group’s audit cases, and form the Formosan Rubber Group Inc. and its subsidiaries audit opinions. The items communicated between us and the governance unit cover the planned

audit scope and time and material audit findings (including the significant defects of internal control recognized in the audit process).

We also provide the governance unit with the fact that the personnel of our office who have been required for audit independence have complied with the independent statement stipulated in the Rules of Professional Ethics for Certified Public Accountants of the Republic of China, and communicated with the governance unit for any relations which are likely considered to impact CPA’s independence and other items (including relevant protection measures).

-118-

According to the items communicated with the governance unit, we have determined the key item of our audit of Formosan Rubber Group Inc. and its subsidiaries’ 2020 consolidated financial statements, in which we have described the item in our audit report. Except for the specific items which are not allowed to be publicly disclosed as prescribed by laws and regulations or under a rare situation, we have decided not to communicate specific matters in our audit report because we have reason to believe that the negative influence of the communication is greater than the positive influence on the public interest.

BAKER TILLY CLOCK & CO.

March 19 , 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit (or review) such consolidated financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

-119-

Formosan Rubber Group Inc. and Its Subsidiaries

Consolidated Balance Sheet

Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Assets Note Dec. 31, 2020 Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2019
Accounting item Amount Amount
Current assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss-current
Financial assets at fair value through other
comprehensive income - current
Notes receivable, net
Accounts receivable, net
Other receivables
Current tax assets
Inventories
Real estate for sale and real estate under
construction
Prepayments
Other financial assets-current
Other current assets-other
Non-current assets
Financial assets at fair value through other
comprehensive income - non-current
Investments accounted for using equity
method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Prepayments for equipment
Refundable deposits
Other financial assets - non-current
Other non-current assets, others
6
7

8
9
9
10
11
12
8
13
14
15
16
27
12
$ 7,948,387 65 $ 8,575,654 66
1,371,090
72,280
2,919,805
40,765
198,669
6,849
9,783
219,446
2,931,616
61,233
115,653
1,198
11
1
24

2


2
24

1
956,286

2,715,634
35,082
92,861
1,044
9,807
257,247
4,305,695
35,682
165,214
1,102
8

21

1


2
33

1
4,308,728 35 4,403,780 34
522,770
101,966
848,439
41,242
2,713,577
56,375
170
2,291
20,000
1,898
4
1
7

22
1



557,828
77,564
891,585
46,717
2,764,532
34,090
822
8,322
20,000
2,320
4
1
8

21




Total assets $ 12,257,115 100 $ 12,979,434 100

(The attached notes constitute a part of the consolidated financial statements.)

-120-

Formosan Rubber Group Inc. and Its Subsidiaries

Consolidated Balance Sheet (Continued)

Dec. 31, 2020 and 2019

Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD
Liabilities & equity Note Dec. 31, 2020 Dec. 31, 2019
Accountingitem Amount Amount
Current liabilities
Short-term borrowings
Short-term notes and bills payable
Contract liabilities
Notes payable
Accounts payable
Other payables
Current tax liabilities
Lease liabilities-current
Other current liabilities
Non-current liabilities
Deferred tax liabilities
Non-current lease liabilities
Net defined benefit liability
Guarantee deposits received
Total liabilities
Equity attributable to owners of parent
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Exchange differences on translation of
foreign financial statements
Unrealized gains (losses) on financial assets
measured at fair value through other
comprehensive income
Treasury stocks
Non-controlling interests
Total equity
17
18
1121
15
27
15
19
20
20
$ 818,341 7 $ 1,919,580 15
350,000
9,992

197,159
57,581
34,372
136,633
10,488
5,014
17,102
3

2
1

1


860,000
399,548
395,698
87,820
20,144
133,717

5,281
17,372
7
3
3
1

1


256,515 2 254,232 2
173,308
36,674
3,070
43,463
2


166,455
41,688
3,688
42,401
2


1,074,856 9 2,173,812 17
11,182,259 91 10,806,639 83
3,423,260 28 3,500,000 27
456,341 4 466,463 4
7,245,305 59 6,672,834 51
1,580,683
304,771
5,359,851
13
2
44
1,526,788
358,637
4,787,409
12
2
37
57,353 167,342 1
(26,658)
84,011

(7,448)
174,790

1
(1,017)
11,182,259 91 10,805,622 83
Total liabilities & equity $ 12,257,115 100 $ 12,979,434 100

(The attached notes constitute a part of the consolidated financial statements.)

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Formosan Rubber Group Inc. and Its Subsidiaries

Consolidated Comprehensive Income Statement

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD
Accounting item Note 2020 2019
Amount Amount
Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Operating profit
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Expected credit impairment (loss) gain
Shares of (loss) profit of associate
Income before income tax
Income tax (expense) profit
Net income
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurements of defined benefit plans
Unrealized gains (losses) on valuation of
investments in equity instruments
measured at fair value through other
comprehensive income
Shares of other comprehensive (loss) income
of associates
Income tax benefit related to items that will
not be reclassified subsequently
Items that may be reclassified subsequently to
profit or loss
Exchange differences arising on translation
of foreign operations
Unrealized loss on valuation of investments
in debt instruments measured at fair value
through other comprehensive income
Shares of other comprehensive (loss) income
of associates
Income tax related to items that may be
reclassified subsequently
Total comprehensive income for the year
Net income attributable to:
Shareholders of the parent
Non-controlling interests
Total comprehensive income attributable to:
Shareholders of the parent
Non-controlling interests
Earnings per share (NT dollars)
Basic earnings per share
Diluted earnings per share
21
22
23
24
25
27
19
27
27
28
$ 3,282,255
(2,219,968)
100
68
$ 2,701,777
(2,040,089)
100
(76)
1,062,287
(251,725)
32

(8)
661,688
(237,875)
24
(8)
(96,091)
(145,717)
(9,917)
(3)
(5)
(92,754)
(132,024)
(13,097)
(3)
(5)
810,562 24 423,813 16
119,572 4 128,874 5
10,822
158,663
(44,236)
(8,227)
(532)
3,082

5
(1)


20,904
154,614
(34,290)
(19,630)

7,276
1
6
(1)
(1)

930,134
(28,418)
28
(1)
552,687
(13,737)
21
(1)
901,716 27 538,950 20
(116,478) (3) 184,067 6
(97,049) (3) 177,251 6
468
(116,994)
21,320
(1,843)

(4)
1
2,542
165,092
10,074
(457)

6

(19,429) 6,816
(24,013)
(419)

5,003



(11,050)
19,570

(1,704)



$ 785,238 24 $ 723,017 26
$ 901,716
27
$ 538,957
(7)
20
$ 785,238
24
$ 723,024
(7)
26
$ 2.62
$ 2.61
$ 1.54
$ 1.54

(The attached notes constitute a part of the consolidated financial statements.)

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Formosan Rubber Group Inc. and Its Subsidiaries Consolidated Statement of Changes in Equity

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Item Equity attributable to Equity attributable to owners ofthe parent owners ofthe parent Non-
controlling
interests
Total equity
Capital Capital surplus Retained earnings Otherequityinterest Treasury stocks Subtotal
Legal reserve Special reserve Undistributed
earnings
Exchange
differences on
translation of
foreign financial
statements

Unrealized
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
Balance ofJan.1,2019 $ 3,700,000 $ 492,836 $ 1,505,207 $ 319,584 $ 4,648,289 $ 1,392 $ (46,003) $ (261,373) $10,359,932 $ (1,010) $10,358,922
Legal reserve appropriated
Cash dividend
Special reserve appropriated
Reversal of special reserve
Net income in 2019
Other comprehensive income
for 2019, net of income tax
Total comprehensive income
(loss) in 2019
Purchase of treasury share
Retirement of treasury share
Disposal of financial assets at fair
value through other
comprehensive income - equity
instruments






21,581




44,610
(5,557)
(21,581)
(238,000)
(44,610)
5,557



174,790






(238,000)





(238,000)





538,957
2,034

(8,840)

190,873

538,957
184,067
(7)
538,950
184,067
540,991 (8,840) 190,873 723,024 (7) 723,017

(200,000)

(26,373)





(73,317)
(29,920)




29,920
(38,317)
299,690
(38,317)



(38,317)

Balance of Dec. 31,2019 3,500,000 466,463 1,526,788 358,637 4,787,409 (7,448) 174,790 10,806,639 (1,017) 10,805,622
Legal reserve appropriated
Cash dividend
Reversal of special reserve
Net income in 2020
Other comprehensive income
for 2020, net of income tax
Total comprehensive income
(loss) in 2020
Purchase of treasury share
Retirement of treasury share
Disposal of financial assets at fair
value through other
comprehensive income - equity
instruments
Increase (decrease) in non-
controllinginterests




53,895



(53,866)
(53,895)
(280,000)
53,866







(280,000)



(280,000)




901,716
(704)

(19,210)

(96,564)

901,716
(116,478)
901,716
(116,478)
901,012 (19,210) (96,564) 785,238 785,238

(76,740)


(10,122)








(42,756)
(5,785)





5,785
(129,618)
129,618

(129,618)





1,017
(129,618)


1,017
Balance of Dec. 31,2020 $ 3,423,260 $ 456,341 $ 1,580,683 $ 304,771 $ 5,359,851 $ (26,658) $ 84,011 $ $11,182,259 $ $11,182,259

(The attached notes constitute a part of the consolidated financial statements.)

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Formosan Rubber Group Inc. and Its Subsidiaries

Consolidated Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Unit: In Thousands of NTD
Item From Jan. 1 to
Dec. 31, 2020
From Jan. 1 to
Dec. 31, 2019
Amount Amount
Cash flows from operating activities:
Income before income tax
Adjustments for:
Depreciation expense
Expected credit impairment loss (gain)
Net loss (gain) on financial assets and (liabilities) at fair
value through loss (profit)
Interest expense
Interest income
Dividend income
Share of loss (profit) of associates
Loss (gain) on disposal of property, plant and equipment
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of investments
Impairment loss on non-financial assets
Unrealized foreign exchange loss (gain)
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Other receivables
Inventories
Real estate for sale and real estate under construction
Prepayments
Other current assets
Notes payable
Accounts payable
Other payables
Contract liabilities
Receipts in advance
Other current liabilities
Net defined benefit liability
Cash generated from operations
$ 930,134
111,880
817
(1,870)
8,227
(10,822)
(149,075)
(3,082)

1,589
(4,069)
3,477
1,907
(5,606)
(106,170)
(4,897)
37,801
1,374,079
(25,551)
(96)
(30,239)
14,228
9,234
(198,539)
292
(562)
(149)
$ 552,687
123,648
(1,556)
(1,240)
19,630
(20,904)
(146,399)
(7,276)
(388)
(696)
29,998
1,494

(4,329)
60,025
9,474
182,075
1,001,097
29,152
96
(35,790)
(24,982)
(19,539)
(61,257)
(464)
(19)
(498)
1,952,938 1,684,039

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Formosan Rubber Group Inc. and Its Subsidiaries

Consolidated Statement of Cash Flows (Continued)

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD
From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount
Amount
9,997
19,910
149,075
146,399
(8,227)
(20,090)
(30,178)
(47,173)
2,073,605
1,783,085

(414,910)
(390,424)

97,418
34,518

4,500
8,000

(70,410)



17,281
(8,118)
(11,753)

687
6,031
3,062
(10,484)


1,008

828
49,561
469,145
422
422
652
(774)
(345,338)
132,000
(510,000)
(1,160,000)
(389,556)
(320,095)
1,062
(1,960)
(5,281)
(6,182)
(280,000)
(238,000)
(129,618)
(38,317)
(1,313,393)
(1,764,554)
(70)
(6,419)
414,804
144,112
956,286
812,174
$ 1,371,090
$ 956,286
Unit: In Thousands of NTD
From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount
Amount
9,997
19,910
149,075
146,399
(8,227)
(20,090)
(30,178)
(47,173)
2,073,605
1,783,085

(414,910)
(390,424)

97,418
34,518

4,500
8,000

(70,410)



17,281
(8,118)
(11,753)

687
6,031
3,062
(10,484)


1,008

828
49,561
469,145
422
422
652
(774)
(345,338)
132,000
(510,000)
(1,160,000)
(389,556)
(320,095)
1,062
(1,960)
(5,281)
(6,182)
(280,000)
(238,000)
(129,618)
(38,317)
(1,313,393)
(1,764,554)
(70)
(6,419)
414,804
144,112
956,286
812,174
$ 1,371,090
$ 956,286
Item From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount Amount
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated by operating activities
Cash flows from investing activities:
Cash paid for acquisition of financial assets at fair value
through other comprehensive income
Proceeds from financial assets at fair value through other
comprehensive income
Return of capital from financial assets at fair value through
other comprehensive income
Cash paid for financial assets at fair value through profit or
loss
Proceeds from financial assets at fair value through profit or
loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) refundable deposits
Acquisition of investment properties
Proceeds from disposal of investment properties
Decrease in notes and accounts receivable
Decrease in other financial assets
Decrease in other non-current assets
(Increase) decrease in prepayments for equipment
Net cash (used in) generated by investing activities
Cash flows from financing activities:
(Decrease) in short-term borrowings
(Decrease) in short-term notes and bills payable
Increase (decrease) in guarantee deposits received
Payments of lease liabilities
Cash dividends paid
Payments to acquire treasury shares
Net cash (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end ofyear
9,997
149,075
(8,227)
(30,178)
19,910
146,399
(20,090)
(47,173)
2,073,605 1,783,085

(414,910)

97,418

4,500

(70,410)


(8,118)

6,031
(10,484)


49,561
422
652
(390,424)
34,518
8,000

17,281
(11,753)
687
3,062

1,008
828
469,145
422
(774)
(345,338) 132,000
(510,000)
(389,556)
1,062
(5,281)
(280,000)
(129,618)
(1,160,000)
(320,095)
(1,960)
(6,182)
(238,000)
(38,317)
(1,313,393) (1,764,554)
(70) (6,419)
414,804
956,286
144,112
812,174
$ 1,371,090 $ 956,286

(The attached notes constitute a part of the consolidated financial statements.)

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Formosan Rubber Group Inc. and Its Subsidiaries

Notes to Consolidated Financial Statements

From Jan. 1 to Dec. 31, 2020 and 2019

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

1. Company profile

Formosan Rubber Group Inc. (hereafter referred to as the “FRG”) was founded in 1963 under the Company Act of the Republic of China. The company produces and markets rubber sheets, plastic sheets, plastic foam sheets and PVC resin sheets, as well as the relevant materials. In order to diversity its operations, FRG started in September 1995 the property development business and the leasing, sale and management operations for its own properties and land. FRG became a listed company on the Taiwan Stock Exchange in March 1992.

The consolidated financial statements consist of FRG and its subsidiaries (collectively the“Company”).

2. Date and procedure approving financial statements

The consolidated financial statements were approved and published by the board of directors on March 19, 2021.

3. Applicability of newly published and amended standards and interpretations

  • (1) Effect of the adoption of new issuances of or amendments to International

Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

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

from 2020 are as follows:
New Standards, Interpretations and Amendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition
of material’
Amendments to IFRS 9, IAS 39 and IFRS 7,‘Interest rate
benchmark reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020

Except for the following,the Company believes that the initial adoption of the abovementioned standards or interpretations would not have a material impact on its accounting policies.

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  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but

not yet adopted by the Company

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

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

The Company believes that the initial adoption of abovementioned standards or interpretations would not have a material impact on its accounting policies.

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

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New Standards, Interpretations and Amendments Effective Date Issued
by IASB
Annual improvements to IFRS Standards 2018 – 2020
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of
assets between an investor and its associate or joint venture’

IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, 'Insurance contracts'
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 1, ‘Definition of accounting estimates’
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a
contract’
January 1, 2022

January 1, 2022
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022
January 1, 2022

The Company believes that the initial adoption of abovementioned standards or interpretations would not have a material impact on its accounting policies.

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4. Summary of significant accounting policies

(1)Compliance statement

This is the Company’s first set of consolidated financial statements prepared according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and IFRIC as well as interpretation announcements approved by the FSC.

(2) Preparation bases

Other than the financial assets measured at the fair value and the pension liability recognized with the net value (assets less the present value of the liabilities due to defined benefits), the consolidated financial statements are based on historical costs, usually the fair value paid for the acquisition of assets.

(3)Consolidated bases

The consolidated financial statements include the financials of FRG and the entities (subsidies) it controls.

The consolidated comprehensiveincome statement has incorporated the operating incomes or losses of the acquired or disposed subsidiaries as of the dates of acquisition or disposal. Other comprehensive incomes of the subsidiaries are contributions to the FRG’s owner’s equity and non-controlling interests. In other words, the non-controlling interests are the loss balance.

The financial reporting of subsidiaries has been appropriately adjusted so that their accounting policies are consistent with the Company.

All the major transactions, balances, gains and losses between the Company and consolidated entities have been completely eliminated upon consolidation. In case of any change in the ownership’ equity of subsidies without causing the Company to use the control over the subsidies, such changes are treated as equity transactions. In order to reflect the corresponding change to the Company’s shareholders’ equity and non-controlling interests, the book values shall be adjusted. The delta between the adjustment in non-controlling interests and the fair value paid or received shall be recognized as part of the Company’s owners’ equity.

Upon the loss of the control over a subsidiary, the gain or loss from the disposal

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is the delta between the following: (1) the sum of the fair values charged for the assets and the fair value for the residual investment into the former subsidiary as of the date of control loss; (2) the sum of the book values for the assets (including goodwill), liabilities and non-controlling interests of the former subsidiary as of the date of control loss. All the values recognized for the subsidiary concerned in other comprehensive incomes and the accounting treatment for the disposal of the relevant assets or liabilities must comply with the same basis.

The residual investment in the former subsidiary is based on the fair value on the date of control loss.

  • A. The detailed information of subsidiaries included in the consolidated financial statements, as follows:
Investing company Subsidiary Percentage of shares held by this Company Percentage of shares held by this Company
Dec. 31, 2020 Dec. 31, 2019
FRG
FRG
FRG
Da-Guan Recreation
Company (Taiwan)
Ban Chien Development
Co., Ltd. (Taiwan)
FRG US Corp. (San
Francisco)

100
100
80
100
100
  • a. Da-Guan Recreation Company has passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020, and FRG lost control of Da-Guan Recreation Company.

  • b. Ban Chien Development Co., Ltd. is engaged in the development of residential and commercial buildings for renting and selling. The construction of such buildings is outsourced.

  • c. In order to jointly invest in the development project of 950 Market Street in San Francisco, USA with Continental Construction Group, the establishment of FRG US Corp. was approved by the board of directors in 2017, with an investment limit of USD 20,000 thousand. Its main businesses are real estate investment, development and rental and sales of premises.

    • As of December 31, 2020 and 2019, FRG has remitted Investment fund of NT$461,349 thousand (USD15,052 thousand) and NT$460,142 thousand (USD15,012 thousand) respectively.
  • d. The financial statements of the consolidated subsidiaries are based on their audited financial statements during the same period.

  • B. Subsidiaries not included in the consolidated financial statements:

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The major business site of the Company’s subsidiary Kingshale Industrial Limited is in Hong Kong and the Company has held 99.99% of the subsidiary’s voting shares and ownership. The subsidiary is an intermediary company entrusted by the Company to transfer its investment in mainland China. For the current period, Kingshale Industrial Limited did not have any material transactions with the Company, and it did not have any material assets and liabilities left at the end of the period either. Hence, it was not included in the consolidated financial statement as an entity.

C. Subsidiaries that have non-controlling interests that are material to the Company: none

(4) Foreign Currency

The individual financial statements for the consolidated entities are prepared and presented in the functional currency for these entities (i.e. the currency used in the economy they operate in). The functional currency and the presentation currency of FRG’s consolidated financial statements is NT Dollars. All the financial performances and statuses are converted into the NT dollars for the preparation of the consolidated statements.

Any transactions not in the functional currency shall be converted and recognized according to the exchange rate on the transaction dates in the preparation of the individual financial statements for the consolidated entities. The monetary items in foreign currencies shall be recalculated according to the spot exchange rate on the end-of-the-period date. Any difference resultant from exchange rates shall be recognized as profits or losses during the period. The non-monetary items in foreign currencies measured with the fair value shall be recalculated according to the exchange rate on the date of fair value determination. Any different resultant from exchange rates shall be recognized as profits or losses during the period. However, any difference as a result of changes in the fair value shall be recognized as other comprehensive incomes or losses. The non-monetary items in foreign currencies measured by historical costs shall not be recalculated.

For the purpose of presenting consolidated financial statements, the functional

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currencies of the group entities are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and 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.

On the disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Corporation losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

(5) Standards to classify current and non-current assets and liabilities

The basis for current and non-current assets and liabilities for the real estate development business is based on the operating cycle. All the other items following the principles below:

Current assets are the assets held for trading purposes or expected to be realized or exhausted within one year. Any assets not classified as current are noncurrent assets. Current liabilities are the liabilities held for trading purposes or expected to be repaid within one year. Any liabilities not classified as current are non-current liabilities.

(6) Cash equivalents

Cash equivalents can be converted into a fixed amount of cash at any time. They are short-term, highly liquid investments with minimum changes in value. Bank overdrafts, a credit facility that can be immediately repaid, are part of the Company’s cash management. They are reported under cash and cash equivalents in the statement of cash flows, and as an item in short term loans in current liabilities on the balance sheet.

(7) Inventory and real estate for sale and real estate under construction

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Inventories include raw materials, supplies, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-byitem basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances, less estimated costs to complete and estimated costs to sell. The cost of inventories is calculated using the weighted-average method.

If a house is exchanged for land under a subdivision contract and is classified as land for sale, no gain or loss is recognized on the exchange and revenue is not recognized until the land is sold to the buyer.

(8) Investments accounted for under equity method

Investments in associates are reported according to the equity method.

Associates are the companies over which FRG has significant influence. Associates are not entitles of subsidiaries.

The investment in associates shall be recognized as costs under the equity method. After the asset acquisition, the book value shall change in line with the Company’s share of profits and losses, other comprehensive income and profit distributions. Meanwhile, the recognized equity value of the associates also changes in line with any increase or decrease in the Company’s shares.

If the Company does not subscribe to the new shares of associates on a pro-rata basis according to existing holdings, and any increase or decrease is incurred to the percentage of the Company’s holdings and hence net equity value of the investment, the adjustment shall be reflected with the change in capital surplus and according to the equity method. If the Company has not subscribed or acquired to new shares on a pro-rata basis and seen a reduction in its stake in the associates, the amounts recognized in other comprehensive income and the reclassification as a result of the values for the associates concerned should have the same basis for accounting treatment as if the assets or the liabilities of the associates were directly disposed. Any debit should be made from the capital surplus. However, if the capital surplus is insufficient for debits incurred by investments under the equity method, the debit may be drawn from retained earnings.

The residual investment of the previous associates should be measured with the

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fair value on the date of loss of significant influence. The delta between the sum of the fair value of the residual investment and the disposal amounts and the book value of the investment on the date of loss of significant control shall be recognized in the income statement during the period. Meanwhile, the values recognized in relation to the associates concerned in other comprehensive income shall have the same accounting basis as if the assets or the liabilities of the associates were directly disposed.

Only the profits and losses resultant from upstream, downstream and lateral transactions with associates not relevant to the Company’s stake in the associates can be recognized in the consolidated financial statements.

(9) Property, plant and equipment

The property, plant and equipment are listed in accordance with cost less depreciation and accumulated impairment. Cost shall include the incremental cost able to be directly attributed to acquisition or asset implementation.

Straight-line method is applied to depreciation, by indicating the amount of an asset within the durable service life offset its cost and less its residual value. All the major components of the non-current assets shall be depreciated on a standalone basis. Depreciation is accrued in accordance with the following durable service years: building, 3-55 years; machinery equipment, 3-26 years; transportation and other equipments, 3-24 years.

Estimated durable service life, residual value and depreciation method shall be reviewed at the end of the reporting period; prospective application shall be made for any impact on estimation change.

The profit or loss incurred during disposition or obsolescence of property, plant and equipment shall be recognized in the income statement with the differential amount between the disposition price and asset book account.

(10) Investment property

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Only if investment properties is attempted for earning rental or capital appreciation or both may it be classified as the investment properties. The investment properties shall be measured according to its original cost, including related transaction cost, and related interest capitalization shall be made during the construction period. Cost model shall be applied to follow-up measurement, to be measured by cost less the amounts of accumulated depreciation and accumulated impairment.

In case straight-line method is applied to depreciation and building depreciation accrued by 23-50 years.

Estimated durable service life, residual value and depreciation method shall be reviewed at the end of the reporting period; prospective application shall be made for any impact on estimation change.

The profit or loss incurred during disposition or obsolescence of property, plant and equipment shall be recognized in the income statement with the differential amount between the disposition price and asset book account.

(11) Lease

A. The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

When a lease includes both land and building elements, the Company

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assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Company. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

B. The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and lowvalue asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the rightof-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease

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payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the rightof-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

(12) Impairment of non-financial assets

The Company shall review the book amounts of tangible assets and intangible financial assets at the end of the reporting period to decide whether there is any impairment with such assets. In case it shows any impairment situation, the estimated recoverable amount of assets shall decide the recognized loss amount. In case there is no way of estimating the recoverable amount of an individual asset, the Company shall estimate the recoverable amount of the cashgenerating unit of the said asset. In case it can be amortized according to a reasonable and conforming basis, shared assets shall also be amortized to an individual cash product sector. Otherwise it shall be amortized to the minimal cash-generating unit group according to a reasonable and conforming basis.

The recoverable amount shall be fair value less sales cost and its use value whichever is higher.

In case the recoverable amount of an asset or cash-generating unit is anticipated

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to be lower than the book amount, the book amount of the said asset or cashgenerating unit shall be adjusted and decreased to its recoverable amount; any impairment loss shall be immediately recognized to the current profit and loss. When any impairment loss reverses in a subsequent period, the book amount of asset or cash-generating unit shall be adjusted and increased to the estimated recoverable amount after revision, provided the book amount after increase shall be limited to the reasonable book amount under the situation when the said asset or cash-generating unit did not recognize an impairment loss in the past years (except for goodwill). The reversed impairment loss shall be immediately recognized to the current profit and loss.

(13) Employee benefits cost

The short-term employee benefits obligation is measured with the basis without discount, and shall be recognized as expenses when providing the related service. Concerning the anticipated payable amount concerning short-term cash bonus or a bonus sharing plan, if it is a current legal or prescribed obligation to be borne by a company due to the past service provided by employees, and the said obligation can be estimated in a reliable manner, such amount shall be listed as liability.

When an expense belongs to defined contribution plans, during the service period provided by employees, it is required to recognize the pension amount contributable as the current expense.

The cost of defined benefits (including service costs, net interests and remeasurements) shall be calculated according to the projected unit credit method. Service costs and net interests of the defined benefits liabilities shall be recognized as employee benefits expenses when incurred, or when the defined benefit plans is modified, shortened or repaid. The re-measurement shall be recognized as other comprehensive income and the retained earnings. There is not reclassification into profits and losses during subsequent periods.

Net defined benefit liabilities refer to the shortfall appropriation of the defined benefit retirement plan, whereas net defined benefit assets shall not exceed the plan’s refunded amount or may reduce the present value of the future appropriation amount.

(14) Financial Instrument

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Financial assets and financial liabilities shall be recognized when the Company becomes a party of the said financial instrument clause.

Upon the original recognition of financial assets and financial liabilities, they shall be measured according to fair values. Upon the original recognition, concerning the acquired or distributed transaction cost directly attributable to financial assets and financial liabilities (except for the financial assets and financial liabilities classified as measurement according to fair value of profit and loss), it shall be increased or decreased from the fair values of the said financial assets or financial liabilities. The transaction costs of financial assets and financial liabilities directly attributable to the ones measured according to fair values through profit and loss shall be immediately recognized as profit and loss.

A. Financial assets

The convention trading of financial assets is recognized and removed by trading day accounting.

  • a. Type of measurement

Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, investment in debt instruments measured at FVTOCI, and investments in equity instruments at FVTOCI.

  • A) Financial asset at FVTPL

Financial assets measured at fair value through profit or loss are financial assets mandatorily measured at fair value through profit or loss and financial assets at fair value through profit or loss, designated as upon initial recognition. Financial assets mandatorily measured at fair value through profit or loss include investments in equity instruments that are not designated by the Company to be measured at fair value through other comprehensive income and investments in debt instruments that fail to meet the criteria as to be measured at amortized cost or at fair value through other comprehensive income.

Financial assets measured at fair value through profit or loss are

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measured at fair value. The dividends and interests generated are recognized in other income and interest income, respectively, and any gain or loss arising from remeasurement is recognized in other gains and losses.

B) Measured at amortized cost

When a company after merger simultaneously meets the following two conditions in its investment in financial assets, the financial assets are classified as the ones carried at cost after amortization:

  • a) The financial assets are held under a specific operation mode, in which the purpose of the mode is to hold the financial assets in order to collect contract cash flows.

  • b) The cash flow generated on a specific date due to contract clauses is completely for the payment of the principal and the interest accrued from the outstanding principal amount.

Subsequent to initial recognition, financial assets measured at amortized cost are measured at amortized cost, which equals to carrying amount determined by the effective interest method less any impairment loss. Foreign exchange gains and losses are recognized in profit or loss.

Except for the two conditions below, the interest income is calculated by multiplying the effective interest rate by the total book value of the financial assets:

  • a) The interest income of the purchased or originated credit-impaired financial assets is calculated by multiplying the credit-adjusted effective interest rate by the cost of amortized financial assets.

  • b) The interest income of the financial assets which are not purchased or originated credit-impairment but subsequently become creditimpaired financial assets is calculated by multiplying the effective interest rate by the cost of amortized financial assets.

  • C) Investment in debt instruments measured at FVTOCI

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Debt instruments that meet the following two conditions are classified as financial assets at fair value through other comprehensive income:

  • a) The debt instruments are held within a business model whose objective is to collect the contractual cash flows and to sell the financial assets; and

  • b) The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Investments in debt instruments at fair value through other comprehensive income are measured at fair value. Changes in the carrying amount of investments in debt instruments at fair value through other comprehensive income, such as interest revenue calculated using the effective interest method, gain (loss) on foreign exchange and impairment loss or gain on reversal, are recognized in profit or loss. Other changes in the carrying amount of such instruments are recognized in other comprehensive income and will be reclassified to profit or loss when such instruments are disposed of.

  • D) Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to

designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent considerati on recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in

fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments at FVTOCI are

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recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

B. Impairment of financial assets

At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable) investments in debt instruments at fair value through other comprehensive income, lease payments receivable due, and contract assets based on their expected credit losses on each balance sheet date.

The loss allowance for accounts receivable and lease payments receivable due is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

The expected credit loss is calculated according to the average weighted credit loss in which the risk rated ratio of default occurrence is used in calculation. The 12-month expected credit loss represents the credit loss expected to occur to the financial instruments within 12 months after their reporting day due to possible default. The expected credit loss in the duration period refers to the credit loss expected to occur to the financial instruments in the expected duration period due to possible default.

The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at fair value through other comprehensive income, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial assets.

(15) Income recognition

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After identifying the performance obligations of contracts with the customers, the Company allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are met.

(16) Borrowing costs

The cost of borrowing for the funds directly used to acquire, construct or produce the assets (which will reach the status ready for use or available for sale after a long period of time) can be treated as part of the asset costs, until the completion of almost all the necessary activities to get the assets ready for use or available for sale.

Other than the above, all the borrowing costs shall be recognized in the income statement during the current period.

(17) Income tax

Income tax expenses include income taxes during the period and deferred income taxes, and should be recognized as income taxes in the profit and loss income, except for the income taxes during the period and deferred income taxes recognized as other comprehensive incomes or directly as an equity item. A. Current tax

The current income tax is based on the taxed income of the said year. Since partial income and expense is taxable item or deductible of other years, or not attributing to taxable or deductible item in accordance with related tax laws, it causes the taxable income to differ from the reported net profit in the consolidated income statement. The related liabilities of the current income tax are calculated by the legislated or substantially legislated tax rate at the end of the reporting period. It is estimated by the income tax of the previous year, serving as the adjustment of the current income tax.

According to the provisions of Income Tax Law, The unallocated earnings of the Company adding 10% profit-seeking enterprise income tax shall be recognized as the current expense in the allocated earning year resolved in the shareholders’ meeting

B. Deferred tax

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Deferred income tax is recognized by the temporary differential calculation generated from the taxation basis of book amounts of the recorded assets and liabilities and income through taxation calculation. Deferred income tax liabilities in general are recognized by the temporary differences of all future taxes payable. Deferred income tax assets are recognized by all likely future taxes less the deductible temporary difference in use.

Deferred income tax assets and deferred income tax liabilities may only be mutually offset when concurrently conforming to the following conditions: (1) a company has legal execution right to mutually offset the current income tax assets and income tax liabilities; and (2) deferred income tax assets and deferred income tax liabilities are levied by the same taxation authority towards the same tax payment major entity, or levied towards different tax payment corporate entities, yet each major entity attempts to, at each future period of the deferred income tax liabilities or assets pay-off or recovery of the major amount, pay off the current income tax liabilities and assets on net-amount basis, or concurrently realize assets and pay off liabilities.

The temporary differences in tax payables related to invested subsidiary company and associates are all recognized as deferred income tax liabilities, provided if the Company can control the time point of temporary difference reverse, and the said temporary differences may very likely not be reversed in the foreseeable future are excluded. The deferred income tax assets generated from the related deductible temporary differences to this kind of investment and equity can only be recognized in the gains very likely with sufficient taxable income used to realize the temporary differences, and be within the scope of reverse within the anticipated future.

The book amounts of deferred income tax assets shall be reviewed at the end

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of the reporting period, and adjust and decrease the book amounts for all or partial assets without sufficiently taxable income to serve it to recover. Concerning the ones originally not recognized deferred income tax assets, they shall also be reviewed at the end of the reporting period, and adjust and increase the book amounts for all or partial assets very likely to generate taxable income to serve it to recover.

The deferred income tax assets and liabilities are measured by expected liabilities pay-off or assets in realizing the current tax rate, while the said tax rate shall be based on the legislated or already substantially legislated tax rate at the end of the reporting period. The measurement of deferred income tax liabilities and assets shall reflect the tax consequences of a company generated in expected recovery or pay-off of the book amounts of its assets and liabilities at the end of the reporting period.

(18) Treasury stocks

The recovered issued stock shall be recognized as treasury stocks I accordance with the paid cost upon buy-back. In case the disposition price in disposing treasury stocks is higher than the book value, its difference shall be listed as capital surplus – treasury stocks trade; in case the disposition price in disposing treasury stocks is lower than the book value, its difference shall be offset the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks; in case of any deficit, it shall be debited to keep the surplus. Weighted average shall be applied to the book value of treasury stocks and be separately calculated in accordance with the recovery reasons.

Upon cancellation of treasury stocks, it shall be debited to keep the capital surplus – stock issue premium and share capital; in case its book value is higher than the total sum of par value and stock issue premium, its difference shall offset the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks; in case of any deficit, it shall be debited to offset retained earnings; in case the book value of treasury stocks is lower than the total amount of par value and stock issue premium, it shall be credited as the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks.

5. Citical Accounting Judgements, And Key Sources Of Estimation And

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Uncertainty

The Company upon applying the accounting policy stated in Note 4 provides related judgments, estimations and assumptions for the information acquired from other resources which are based on historical experience and other factors deemed crucial. The actual result may differ from what is estimated.

The Company shall be continuously reviewing estimations and basic assumptions. In case the revision of estimations would influence the current period, then the current recognition shall be revised in accounting estimations. In case the revision of accounting estimations would concurrently influence the current period and future period, then the estimations revision shall be recognized in both the current period and future period.

The following shows the information related to major assumptions made in the future, and other major sources of uncertainty at the end of the financial reporting period; the said assumptions and estimations have risks of causing book amounts of assets and liabilities to incur major adjustments in the following fiscal year. (1) Evaluation of inventory and real estate for sale

Since inventory and real estate for sale shall be priced by cost and net cash realizable value whichever is lower, therefore the Company shall use judgments and estimations to determine the net cash realizable value at the end of the financial reporting period.

Since industry rapidly changes, the inventory and real estate for sale of the Company at the end of the financial reporting period due to the amounts of normal wear and tear, obsolescence, or without market selling price, offsets its cost to decrease to its net cash realizable value. The evaluation of this inventory and real estate for sale mainly based on the product demand in the future specific period as estimation basis; therefore, it may generate major changes.

  • (2) Impairment evaluation of tangible assets and intangible assets (except for

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goodwill)

During the asset impairment evaluation process, the Company shall rely on subjective judgments and, with basis on asset use mode and rubber, real estate industry characteristics, determine independent cash flow asset durable years and future likely generated revenues and expenses of specific asset groups; any change in estimations from changes in economic status or corporate policies may likely cause major impairment in the future.

6. Cash and cash equivalents

Cash and cash equivalents Cash and cash equivalents
Dec. 31,2020
Dec. 31,2019
Cash and petty cash
$ 516
$ 579
Cash in bank
770,249
376,407
Cash equivalent
Commercial paper
600,325
279,000
Time deposits with maturity

300,300
Total
$ 1,371,090
$ 956,286
inancial assets at fair value through profit or loss-current
Dec. 31, 2020
Current financial assets at fair value through profit or loss,
designated as upon initial recognition
Fund
$ 72,280
inancial assets at fair value through other comprehensive income
Dec. 31,2020
Dec. 31,2019
Equity instruments
Stock of domestic listed (OTC)
companies
$ 2,702,578
$ 2,475,515
Stock of foreign listed (OTC)
companies
15,395

Stock of emerging companies
7,860
7,860
Stock not classified to listed (OTC)
and emerging companies
171,453
174,107
Stock of foreign companies
425,428
449,370
Debt instruments
Financial bond
65,412

Plus (Less): adjustment of financial
assets for transaction
54,449
166,610
Total
$ 3,442,575
$ 3,273,462
Current
$ 2,919,805
$ 2,715,634
Non-current
$ 522,770
$ 557,828
Dec. 31,2019
$ 579
376,407
279,000
300,300
$ 956,286

Equity instruments
Stock of domestic listed (OTC)
companies
Stock of foreign listed (OTC)
companies
Stock of emerging companies
Stock not classified to listed (OTC)
and emerging companies
Stock of foreign companies
Debt instruments
Financial bond
Plus (Less): adjustment of financial
assets for transaction
Total
Current
Non-current

Dec. 31,2020
$ 2,702,578
15,395
7,860
171,453
425,428
65,412
54,449
$ 3,442,575
$ 2,919,805
$ 522,770
$ 2,475,515

7,860
174,107
449,370

166,610
$ 3,273,462
$ 2,715,634
$ 557,828

7.Financial assets at fair value through profit or loss-current

8.Financial assets at fair value through other comprehensive income

(1) The Company has signed a loan business trust contract with Chinatrust

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Commercial Bank, Co., Ltd. on July 1, 2010, by delivering the trust of partial listed (OTC) companies stocks to Chinatrust Commercial Bank, Co., Ltd. for management, use, while the beneficiary of the trust revenue was the Company, with the contract period ending on July 13, 2019.

  • (2) The Company signed a loan business trust contract with MasterLink Securities Corporation on June 5, 2015, delivering the trust of partial listed (OTC) companies stocks to MasterLink Securities Corporation for management, use, while the beneficiary of the trust revenue was the Company, with the contract period ending till an initiative termination of the trustor. Up to December 31, 2020, the book amount of stock delivered for trust is NT$436,880thousand.

  • (3)The Company signed a securities lending agreement with SinoPac Securities Corporation on April 10, 2020. Dividends and bonuses, being generated during the loan period should be repaid to the company. According to the agreement, when there is no loan transaction for more than three consecutive years, the agreement would be terminated. Up to December 31, 2020, the book amount of lending stock is NT$578,949 thousand.

  • (4) Credit risk management for investments in debt instruments

Investments in debt instruments were classified as at FVTOCI

Gross carrying amount
Less: Allowance for impairment loss
Amortized cost
Adjustment to fair value
Total
Dec. 31,2020
$ 65,412
(532)
64,880
(951)
$ 63,929

The company only invests in debt instruments that have low credit risk for the purpose of impairmentassessment.The Company continuously tracks information to monitor changes in the credit risk of the debt instruments that it invests in, and also reviews other information such as material information about the debtor to assess whether there is a significant increase in credit risk since the investment was recognized.

The Company considers the historical default rates of each credit rating

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supplied by external rating agencies to estimate 12-month or lifetime expected credit losses.

The book amounts of investments in each credit level debt instrument and the applicable expected credit loss rates are as follows:

Dec. 31, 2020

Dec. 31, 2020
Credit Rating
Performing
Expected credit loss rate
0.124.8

Through other
comprehensive income
measured at fair value of
book amount
$ 65,412

The allowance for impairment loss of investments in debt instruments at FVTOCI is as follows:

FVTOCI is as follows:
Balance, beginning of year
New purchase in this period
Balance, end of year
Notes and accounts receivable ,net
Notes receivable
Allowance for doubtful accounts
Net amount
Accounts receivable
Allowance for doubtful accounts
Net amount
For the Year Ended
December 31, 2020
$
532
$ 532
Dec. 31, 2020
Dec. 31, 2019
$ 41,043
$ 35,437
(278)
(355)
$ 40,765
$ 35,082
Dec. 31, 2020
Dec. 31, 2019
$ 201,203
$ 97,429
(2,534)
(4,568)
$ 198,669
$ 92,861
$ 35,437
(355)
$ 35,082
Dec. 31, 2019
$ 97,429
(4,568)
$ 92,861

9. Notes and accounts receivable ,net

(1) The crediting period of the Company to a customer in principle shall be 30 days after the invoice date, while partial customers are credit time 30 days to 90 days. In addition to the actual credit impairment of individual customers, the Company makes reference to historical experience, considers the financial situation of individual customers and the industry, competitive advantage and prospects, and differentiates customers into different risk groups and incorporates forward-looking information. The expected loss rate of the Company recognizes the allowance loss.

(2)Aging analysis of accounts receivable of the Company is stated as follows:

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Non past due
Past due less than 90 days
Past due 91-180 days
Past due 181-365 days
More than 366 days past due
Non past due
Past due less than 90 days
Past due 91-180 days
Past due 181-365 days
More than 366 days past due
Dec. 31, 2020
Carrying amount
of accounts
receivable
Expected credit
loss rate
Loss allowance for
lifetime expected
credit losses
$ 222,822
16,642
2,295
195
292
12
25
1020
50
100
Dec. 31, 2019
$ 1,875
389
158
98
292
$ 242,246 $ 2,812
Carrying amount
of accounts
receivable
Expected credit
loss rate
Loss allowance for
lifetime expected
credit losses
$ 120,905
9,040
83
283
2,555
12
25
1020
50
100
$ 2,006
204
16
142
2,555
$ 132,866 $ 4,923

(3) Movements of the loss allowance of notes and accounts receivable were as

follow:

follow:
Balance, beginning of year
Expected credit impairment loss
(gain)
Amount written off
Balance, end of year
10.Inventories
Raw materials
Work-in-process
Finished goods
Total
2020
$ 4,923
285
(2,396)
$ 2,812
Dec. 31, 2020
$ 90,340
19,727
109,379
$ 219,446
2019
$ 6,479
(1,556)
$ 4,923
Dec. 31, 2019
$ 114,085
21,345
121,817
$ 257,247

Thecost of sales related to inventory is as follows:

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Cost of inventories sold
Unamortized fixed manufacturing costs
Provision for (Reversal of) loss on
inventories
Total
2020
$ 684,142
10,756
(2,268)
$ 692,630
2019
$ 871,139
10,617
40,270
$ 922,026

Rreversal of loss on inventories is due to the removal part of the inventory that has been listed for decline in price.

11. Real estate for sale and real estate under construction/Contract liabilities

11. Real estate for sa le and real estate under c le and real estate under c onstruction/Contract liabilities onstruction/Contract liabilities onstruction/Contract liabilities
Bridge Upto Zenith Project at
BanqiaoReal estate for
sale
Modesty HomeProject at
BanqiaoReal estate for
sale
Legend River Project at
XindianReal estate for
sale
Treasure Garden Project
inTaichung CityReal
estate for sale
55 TIMELESS Project in
Taipei CityReal estate
for sale
La Bella Vita Project in
Taichung CityReal
estate for sale
La Bella Vita Project in
Taichung CityReal
estate under construction
Real estate for sale and real
estate under construction
Contract liabilities
Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019
Jan. 1, 2019
$ 124,802
14,923
169,027
241,545
1,218,354
1,162,965
$ 225,599

14,923

227,243

241,545

1,635,694


1,960,691
$



162,233
34,926
$ 47,251



123,136

225,311
$



296,810

160,145
$ 2,931,616 $ 4,305,695 $ 197,159 $ 395,698 $ 456,955

(1) The situation of already providing to serve as loan guarantees from financial

industries in detail is shown in Note 33.

(2) The detail of Information on interest capitalization refers to Note 25.

  1. Other financial assets

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Pledged time deposits
Pre-sale housing project trust funds
Time deposits with maturity over three
months
Total
Current
Non-current
Interest rate range %
Dec. 31, 2020
$ 20,000

115,653
$ 135,653
$ 115,653
$ 20,000
0.22.5
Dec. 31, 2019
$ 20,000
165,214
$ 185,214
$ 165,214
$ 20,000
0.251.12

The pledged time deposit serves as guaranty for logistics business and it is shown in Note 33.

13. Investments accounted for using equity method

The investment of associates is listed as follows:

Name of Investee
Book value The percentage of ownership
interest and voting right directly
held by the Company
The percentage of ownership
interest and voting right directly
held by the Company
Dec. 31, 2020 Dec. 31, 2019
$ 38,843
32,009
6,712
$ 77,564
Dec. 31, 2020 Dec. 31, 2019
Unlisted (OTC) companies
Formosan Construction
Corp. (Taiwan)
Fenghe Development Co.,
Ltd. (Taiwan)
Rueifu Development Co.,
Ltd. (Taiwan)
Total
$ 62,048
31,655
8,263
26.20
39.90
48.26
26.20
39.90
48.26
$ 101,966

Information about associates that are not individually material was as follows

The Company’s share of:
Net profit (loss) from continuing
operations for the year
Other comprehensive income
Total comprehensive profit (loss)
2020
$ 3,082

21,320
$ 24,402
2019
$ 7,276
10,074
$ 17,350

The investment gains and losses and other comprehensive income for the associates under the equity method have been recognized according to their audited financials.

  1. Property, plant and equipment

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Item For the Year Ended December 31,2020 For the Year Ended December 31,2020 For the Year Ended December 31,2020
Balance,
Beginning of
Year
Additions Disposals Reclassificatio
n
Balance, End
of Year
$ 444,026
696,889
966,896

19,220
232,306
$



3,684

100

4,334
$
(120,524)
(180,207)
(5,461)
(83,754)
$

2,853




$ 444,026
579,218
790,373
13,859
152,886
2,359,337
8,118
(389,946) 2,853 1,980,362

14,092

20,419

214

16,539
(120,524)
(180,207)
(5,461)
(83,754)

2,853




359,975
658,828
13,352
99,768

Building
Machinery equipment
Transportation equipment
Other equipment
Total
Net

Item
1,467,752 $ 51,264 $ (389,946) $ 2,853 1,131,923
$ 891,585 $ 848,439
Balance,
Beginning of
Year
Additions Disposals Reclassificatio
n
Balance, End
of Year
$ 444,026
696,889
1,045,781

22,317
226,097
$



3,001



8,752
$

(81,886)
(3,097)
(2,543)
$





$ 444,026
696,889
966,896
19,220
232,306
2,435,110
11,753
(87,526) 2,359,337

16,827

24,662

549

20,035

(81,730)
(2,954)
(2,543)





463,554
818,616
18,599
166,983

Building
Machinery equipment
Transportation equipment
Other equipment
Total
Net
1,492,906 $ 62,073 $ (87,227) $ 1,467,752
$ 942,204 $ 891,585

(1) The book values of land are adjusted with basis on the government published

land value of 1975, 1979, 1980 and 1981 as well as current governmentdeclared land value of 1992 and 2000; plant buildings and various equipments are re-evaluated in accordance with the commodity price indices in 1973 and 1980. Besides, the original revaluation increments are adjusted in relation to the tax rates of land value increment in compliance with land tax laws in January 2005.

(2) The situation of pledge & guarantee in detail is shown in Note 33.

  1. Lease

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(1) Right-of-use assets

ight-of-use assets
Cost
Building

Transportation
equipment
Total
Accumulated
depreciation &
impairment
Building
Transportation
equipment
Total

Net

Cost
Building

Transportation
equipment
Total
Accumulated
depreciation &
impairment
Building
Transportation
equipment
Total

Net
For the Year Ended December 31, 2020
Balance,
Beginning
of Year
Additions Disposals Balance,
End of Year
$ 51,552
1,599
$
$

(1,599)
$ 51,552

53,151 (1,599) 51,552
5,155
1,279
5,155
320

(1,599)
10,310

$ 6,434 $ 5,475 $ (1,599) $ 10,310
$ 46,717 For the Year Ended
December 31, 2019
$ 41,242
Balance,
Beginning
of Year
Additions Disposals Balance,
End of Year
$ 51,552
1,599
$
$

$ 51,552
1,599
53,151 53,151

5,155
1,279

5,155
1,279
$ $ 6,434 $
$ 6,434
$ 53,151 $ 46,717

(2) Lease liabilities

For the Year Ended December 31, 2020

Less 1 year

Over 1 years
Total
Future minimum
lease payments
Interest Present value of
minimum lease
payments
$ 5,440

38,077
$ 426

1,403
$ 5,014
36,674
$ 43,517
$ 1,829
$ 41,688

Range of discount rate for lease liabilities were as 1.09 .

For the Year Ended December 31, 2019

Future minimum Interest Present value of

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Less 1 year

Over 1 years
Total
lease payments $ 481

1,829
$ 2,310
minimum lease
payments
$ 5,762
43,517
$ 5,281
41,688
$ 49,279 $ 46,969

Range of discount rate for lease liabilities were as 1.09 .

(3) Other lease information

Other lease information
Expenses relating to short-term
leases
Total cash (outflow) for all lease
agreements
2020
$ 136
$ (5,417)
2019
$ 156
$ (6,338)

(4)Please see note 32 for the status of transactions with related parties.

16. Investment property, net

Item For the Year Ended December 31,2020 December 31,2020
Balance,
Beginning
of Year
Additions Disposals Impairment Reclassificati
on
Balance,
End of Year
$ 1,091,843
2,654,296
$ 8,608
1,876
$ (1,589)
$
$
(2,853)
$ 1,098,862
2,653,319
3,746,139 10,484 (1,589) (2,853) 3,752,181
Land
Building
Total
Net

Fair value
224,160
758,679

3,477

(2,853)
227,637
810,967
982,839 $ 55,141 $ $ 3,477 $ (2,853) 1,038,604
$ 2,763,300 $ 2,713,577
$ 4,292,326 $ 4,133,740
Item For the Year Ended December 31,2019 For the Year Ended December 31,2019 For the Year Ended December 31,2019
Balance,
Beginning
of Year
Additions Disposals Impairment Balance,
End of Year
$ 1,156,155
2,654,296
$
$ (312)
$
$ 1,155,843
2,654,296
3,810,451 (312) 3,810,139

55,141

1,494
286,928
758,679

Land
Building
Total
Net

Fair value

285,434
703,538
988,972 $ 55,141 $ $ 1,494 1,045,607
$ 2,821,479 $ 2,764,532
$ 4,131,617 $ 4,293,558

(1) Details of land:

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Dec. 31, 2020 Dec. 31, 2019

Oiashui Section, Longtan
Dahu Section, Miaoli
Nankan Section, Taoyuan
Xinban Section, Banqiao
Puli Section, Nantou
Zhuangjing Section,
Xindian
Total
Ping Cost Ping Cost
14,447
230,253
14,696
140

53
$ 42,643

473,971

265,779

311,775


4,694

14,381

230,253

15,395

140
4,108

53
$ 34,036

473,971

267,367

311,775

64,000

4,694
$ 1,098,862 $ 1,155,843
  • (2) The Company leases the real estate held for investment, with the lease period as January 1, 2008 to December 31, 2028. Provisions for the lessee to adjust the rent based on market rents when exercising the renewal rights. The lessee does not have a preferential purchase right for the real property at the end of the lease term.

The maturity analysis of lease payments receivable under operating leases of investment properties as of was as follows:

Year 1
Year 2
Year 3
Year 4
Year 5
Over 5 years
Total
Dec. 31, 2020
$ 175,060
85,008
65,813
40,864
22,531
24,027
$ 413,303
Dec. 31, 2019
$ 163,557
102,450
53,952
46,563
23,074
37,037
$ 426,633

(3) As of December 31, 2020 and December 31, 2019, the book value of the

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investment properties let out stood at NT$2,409,818 thousand and NT$2,463,083 thousand , respectively. The rent incomes during 2020 and 2019 totaled NT$189,786 thousand and NT$183,400 thousand, respectively.

  • (4) The fair value of investment properties is based on the transaction prices of adjacent assets, the economic environment and changes in the current land values published by the Taiwanese government. The assessment is based on market comparators and discounted cash flows. It is Level 3 fair value according to IFRS.

  • (5) As of December 31, 2020 and 2019, the land at Dahu Section of Miaoli and Puli Section of Nantou accumulated losses of reduction were NT$227,637 thousand and NT$286,928 thousand respectively.

  • (6) Details of the farm land lots registered in others’ names due to legal

  • restrictions:

restrictions:
Oiashui Section, Longtan
Dahu Section, Miaoli
Nankan Section, Taoyuan
Total
Dec. 31, 2020
$ 35,100
94,241
17,631
$ 146,972
Dec. 31, 2019
$ 26,493
94,241
19,219
$ 139,953

For the security measures of the aforementioned pieces of farm land, the Company has already periodically checked relevant land transcripts and dispatched its personnel to conduct investigation at any time in order to keep abreast of the use of the land. Part of the land has been pledged to the Company. Please see note 32 (2) D for the status of transactions with related parties.

  • (7) The situation of already providing to serve as loan guarantees from financial industries in detail is shown in Note 33.

  • Short-term borrowings

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Bank unsecured borrowings
Bank secured borrowings - Hua Nan
Bank
Total
Interest rate range %
Dec. 31, 2020
$ 350,000

$ 350,000
0.721.00
Dec. 31, 2019
$ 860,000
$ 860,000
0.911.15

(1) Concerning the residential building at Xitun District, Taichung City constructed jointly by the Company and Continental Engineering Corporation, a credit contract was signed with Huanan Commercial Bank on December 9, 2014, by providing the land of Huiguo Section, Taichung City to serve as guarantee, with total credit amount as NT$950,000thousand and the borrowing has been totally cleared in advance in November, 2019.

  • (2) The situation of pledge & guarantee in detail is shown in Note 33.

18. Short-term notes and bills payable

Short-term notes and bills payable
Commercial paper payable
Less: Unamortized discount
Net amount
Interest rate range%
Dec. 31, 2020
$ 10,000
(8)
$ 9,992
0.36
Dec. 31, 2019
$ 400,000
(452)
$ 399,548
0.630.94

The situation of pledge & guarantee in detail is shown in Note 33.

19. Employee pensions

(1) Defined contribution plans

The employee retirement plan established by the Company in accordance with “Labor Pension Act” belongs to a defined contribution plans. Concerning the above, the Company would contribute 6% of the monthly salaries of employees to the exclusive individual accounts of Labor Insurance Bureau. In accordance with the above related regulations, the pension costs recognized as expenses in the consolidated comprehensive income statement in 2020 and January 1 to December 31, 2019 are respectively NT$6,188 thousand and NT$6,399 thousand.

(2) Defined benefit plans

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  • A. The employee retirement plan established by the Company in accordance with “Labor Standard Act” is a defined benefit plans. In accordance with the regulations of the said plan, the employee pensions are calculated by service years and the average wage of six months prior to retirement. For the above, the Company would contribute 2% of the total employee salaries as employee pension fund, to the Supervisory Committee of Workers’ Pension Preparation Fund to be deposited into an exclusive account of Bank of Taiwan. Before the end of year, if it is estimated the balance in the exclusive account is insufficient to pay the estimated labors conforming to retirement conditions in the following year, the Company would contribute the differential amount at once before the end of March in the following year.

The retired pension cost amount in consolidated comprehensive income statement listed to expense related to defined benefit plan is as follows:

Service cost
Net interest cost (income)
List to (profit) loss
Re-measurements
Plan assets returns (excl.
amount that covered in net
interest income)
Actuarial profit (loss)-Change
of the demographic
assumption
Actuarial profit (loss)-Change
of the financial assumption
Actuarial profit (loss)-
Adjustment with experience
Listed to other comprehensive
income
2020
$

27
$ 27

81
1
(268)

654
$ 468
2019
$ 64
66
$ 130
156
2

(192)
2,576
$ 2,542

The details of the various costs and expenses recognized in profit or loss are

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as follows:

as follows:
Operating costs
Operating expenses
Total
2020
$ 27

2019
$ 130
$ 27
$ 130

The amount listed in the consolidated balance sheet for the obligation occurring from the defined benefit plan is as follows

Defined benefit obligation
present value
Plan asset fair value
Net defined benefit liability
(assets)
Dec. 31, 2020
$ 5,866

(2,796)
$ 3,070
Dec. 31, 2019
$ 6,206

(2,518)
$ 3,688

The changed of defined benefit obligation present value of this Company is as follows:

as follows:
2020
Beginning defined benefit
obligation
$ 6,206

Service cost current period

Interest expense
47
Benefits paid from plan assets

Re-measurements
Actuarial (profit) loss- Change
of
the
demographic
assumption
(1)
Actuarial (profit) loss- Change
of the financial assumption
268
Actuarial (profit) loss-
Adjustment with experience
(654)
Ending defined benefit obligation $ 5,866
2019
$ 10,248
64
102
(1,822)

(2)
192

(2,576)
$ 6,206

The changed of plan asset fair value of this Company is as follows:

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Beginning plan asset fair value
Interest income
Re-measurements
Plan assets returns (excl.
amount that covered in net
interest income)
Contribution by employer
Redemption or curtailments
payment
Ending plan asset fair value
2020
$ 2,518

20
81
177

$ 2,796
2019
$ 3,520
36
156
628
(1,822)
$ 2,518

The assets of defined benefits held by our company are deposited in financial institutions and invested in equity securities in Taiwan and overseas within the percentages and absolute amounts stipulated by the Bank of Taiwan for the discretionary investment of the funds for specific years. The operation of the funds is under the oversight by the Labor Pension fund Supervisory Committee. The minimum yields on the funds p.a. shall not fall below the two-year time deposit rates offered by local banks. Any insufficiency shall be made up by the national treasury following the approval from competent authorities.

Classification of Fair Values for Planned Assets

2020 2019
Cash and cash equivalents $
2,796
$ 2,518
The main assumptions of the Company’s actuarial valuation are as follows:
Dec. 31, 2020 Dec. 31, 2019
Discount rate 0.35 0.75
Expected increase in future
salaries
2.00 2.00

B. The main assumptions of the Company’s actuarial valuation are as follows:

The Company is exposed to the following risks due to the pension system

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stipulated by the Labor Standards Act:

  • a. The impact of the book value of the retirement pensions is as follows for any delta of each 0.25 basis points between the discount rate (or the expected increase in future salaries) and management estimates in 2020

and 2019.

Effect on present value of defined benefit obligation

Dec. 31, 2020
Discount rate
Expected increase in future
salaries
Actuarial
assumption
increased 0.25
$ (170)
$ 173
Actuarial
assumption
decreased 0.25
$ 177
$ (168)
Dec. 31, 2019
Discount rate
Expected increase in future
salaries
Effect on present value of
defined benefit obligation
Effect on present value of
defined benefit obligation
Actuarial
assumption
increased 0.25
$ (192)
$ 197
Actuarial
assumption
decreased 0.25
$ 200
$ (190)

Since actuarial assumptions may be mutually related, the possibility of change in an only one assumption is not high. Therefore, the above sensitivity analysis may be unable to reflect the actual change situation of the current value of defined benefits. Besides, in the above sensitivity analysis, the actuary of current value of defined benefits obligations at the end of the reporting period applies projected unit credit method, measured by the same basis of defined benefits liabilities listed in the consolidated balance sheet.

b. The Company expects to contribute the amount of NT$146 thousand to the defined benefit plans within one year after December 31, 2020; the weighted average duration of defined benefits obligations is 11 years.

  1. Equity

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(1) Share capital - common stock

Share capital - common stock
Authorized capital
Issued capital
Dec. 31, 2020
$ 6,800,000
$ 3,423,260
Dec. 31, 2019
$ 6,800,000
$ 3,500,000

The face value of the issued ordinary shares is NT$10 per share. Each share has one vote and the right to dividends.

Treasury stocks of NT$76,740 thousand and NT$200,000 thousand were cancelled from January 1 to December 31, 2020 and 2019, respectively.

(2) Capital surplus

Capital surplus
Premium on capital
Conversion premium of corporate
bonds
Gains of disposal of assets
Equity net value change of
associates by equity method
Total
Dec. 31, 2020
$ 727
450,718
1,238
3,658
$ 456,341
Dec. 31, 2019
$ 743
460,824
1,238
3,658
$ 466,463

In accordance with regulations in laws, the capital surplus shall not be used except for covering company losses, but concerning the overage obtained from issued stock over par value (including issuance of common stock above par value, the premium on capital stock of stock issued for merge, corporate bond conversion premium and treasury stocks transaction, etc.) and capital surplus generated from income of receiving gifts. In the absence of accumulated losses, the Company may issue cash dividends or bonus shares to existing shareholders on a pro rata basis. Per the requirements of the Securities and Exchange Act, the appropriation of capital surplus to share capital is limited to 10% of the paid-in capital.

(3) Retained earnings

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  • A.In accordance with the Company’s Articles of Incorporation,any earnings during the year should be used to pay all the due taxes and make up the prior losses before distributions as follows:

  • a. Provide 10% legal reserve, but it is not applicable to the case where the legal reserve already attains the total capital amount.

  • b. If necessary, in accordance with regulations of laws, allowance or reversal of special reserve shall be provided.

  • c. The earnings during the year available for distributions, along with the undistributed earnings from previous years, shall be distributed according to the proposal from the board. The distribution to shareholders shall be no less than 5% of the distributable accumulated earnings and shall be approved by the shareholders’ meetings.

The enterprise life cycle of FRG belongs to “maturity period”. However, in order to pursue business sustainable development, respond to the future market demands and consider the future capital expenditure budget of the Company as well as maintenance stable dividend allocation, in which cash dividend shall be no lower than 10% of the total amount of shareholders’ dividend. But in case of fund requirements concerning any major investment plan, major operation change matters and productivity expansion or other major capital expenditures, etc., the board may propose it to be changed to distribution in stock dividend form in whole, and actions may be taken after a report to and consent from the shareholders’ meeting

  • B. Legal reserve

Per the regulations set forth by the Company Act, the Company shall appropriate 10% of after-tax earnings as the legal reserve, until the amount of legal reserve is equivalent to that of paid-in capital, or use the earnings to reverse prior losses. In the absence of losses, the portion of reserves exceeding 25% of the paid-in capital can be used to issue cash dividends or bonus shares.

C. Special reserve

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The number of appropriation
arising from the first
adoption of IFRSs
Decrease in other equity items
Total
Dec. 31, 2020
$ 304,771

$ 304,771
Dec. 31, 2019
$ 314,027
44,610
$ 358,637

Official Letter “Securities Issue” No. 1010012865 and No. 1010047490 released by the Financial Supervisory Commission and the IFRS standards provide answers to the questions regarding the appropriation, utilization and reversal of special reserve. If there is any reversal of the reduction of shareholders’ equity, the reserved portion may be used for earnings distributions.

  • D. FRG’s earnings distributions for 2019 and 2018 were approved by the annual general meetings on June 12, 2020 and June 5, 2019, respectively, as proposed by the board. However, the payout ratio has changed due to the cancelation of 7,674 thousand and 20,000 thousand treasury stocks, respectively. The cash dividend per share for 2019 and 2018 was NT$0.8 and NT$0.68, respectively.
Legal reserve
Cash dividend
Total
2019 2019 2018 2018
Amount Dividend
per share
(TWD)

$ 0.8
Amount Dividend
per share
(TWD)
$ 53,895
280,000
$ 21,581
238,000
$ 0.68
$ 333,895 $ 259,581
  • E. The status for the board of the Company proposed to approve the 2020 earnings allocation proposal on March 19, 2021 is as follows:

2019

Amount Dividend per share
(TWD)
Dividend per share
(TWD)
Legal reserve $ 86,173
Cash dividend 513,489 $ 1.5
Total $ 599,662

The Company’s earnings distribution for 2020 is still pending for the approval from the annual general meeting in 2021.

  • (4) Other equity interest-

-164-

Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Balance on Jan. 1, 2020
$ (7,448)
$ 174,790
Exchange differences on
translation of foreign financial
statements
(19,210)

Unrealized gains (losses) from
financial assets measured at fair
value through other
comprehensive income

(117,884)
Share of loss (profit) of associates
accounted for using equity
method

21,320
Disposal of financial assets at fair
value through other
comprehensive income - equity
instrument

5,785
Balance on Dec. 31, 2020
$ (26,658)
$ 84,011
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Balance on Jan. 1, 2019
$ 1,392
$ (46,003)
Exchange differences on
translation of foreign financial
statements
(8,840)

Unrealized gains (losses) from
financial assets measured at fair
value through other
comprehensive income

180,799
Share of loss (profit) of associates
accounted for using equity
method

10,074
Disposal of financial assets at fair
value through other
comprehensive income - equity
instrument

29,920
Balance on Dec. 31, 2019
$ (7,448)
$ 174,790
(5) Treasury stocks
Number of shares
(thousand shares)
Balance on Jan. 1, 2019
17,548
$ Acquired in this period
2,452
Cancellation in this period
(20,000)
Balance of Dec. 31, 2019

Acquired in this period
7,674
Cancellation in this period
(7,674)
Balance of Dec. 31, 2020

$
Exchange
differences on
translation of
foreign financial
statements
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Total
$ (7,448)

(19,210)




$ 174,790

(117,884)
21,320
5,785
$ 167,342
(19,210)
(117,884)
21,320
5,785
$ (26,658) $ 84,011 $ 57,353
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Total
$ 1,392
(8,840)




$ (46,003)

180,799
10,074
29,920
$ (44,611)
(8,840)
180,799
10,074
29,920
$ (7,448) $ 174,790 $ 167,342
Number of shares
(thousand shares)
17,548

2,452
(20,000)

7,674
(7,674)

Amount
$
261,373
38,317
(299,690)
129,618
(129,618)
$

A. FRG in accordance with the regulations of Article 28-2 of Securities

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Exchange Act, in order to maintain company credit and shareholders’ equity, purchased back treasury stocks through resolutions of the board.

  • B. The quantity percentage of a company in purchase back outstanding shares in accordance with the regulations of Securities Exchange Act shall not exceed 10% of the total number of shares issued by a company, and the total amount of purchase shares shall not exceed the retained earnings adding the premium of issued shares and the amount of realized capital surplus.

  • C. The treasury stocks held by FRG in accordance with the regulations of Securities Exchange Act shall not be pledged, nor shall it enjoy such rights as dividend allocation and voting right, etc.

(6)Non-controlling interests

(6)Non-controlling interests
21. Balance, beginning of year
Net income
Increase (decrease) in this period
Balance of Dec. 31
Operating revenue
Net sales revenue
Construction revenue
Rental and logistics revenue
Total
2020
$ (1,017)

1,017
$

2020
$ 844,836
2,206,748
230,671
$ 3,282,255
2019
$ (1,010)
(7)
$ (1,017)
2019
$ 960,898
1,518,732
222,147
$ 2,701,777

The amount of revenue recognized at the beginning from the contractual liabilities

for the period from January 1 to December 31, 2020 and 2019 arerespectively NT$384,715 thousand and NT$296,810 thousand.

22. Operating costs

Operating costs
Cost of sales
Cost of construction sales
Cost of rental and logistics
Total
2020
$ 692,630
1,430,062
97,276
$ 2,219,968
2019
$ 922,026
1,026,264
91,799
$ 2,040,089

23. Other income

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24.
25.
Dividend income
Gain on disposal of investments
Other
Total
Other gains and losses
Loss (gain) on disposal of property,
plant and equipment
Loss (gain) on disposal of investment
properties
Loss (gain) on disposal of investments
Foreign currency exchange gain (loss)
Net (gain) loss on financial assets and
liabilities at fair value through profit
or loss
Miscellaneous expense
Impairment loss
Total
Finance costs
Interest of bank loan
Interest of lease liabilities
Less: capitalized interest
Total
Interest rate (%) of capitalized interest
2020 2019
$ 149,075
4,069
5,519
$ 146,399

8,215
$ 158,663 $ 154,614
2020 2019
$
(1,589)

(40,142)
1,870
(898)
(3,477)
$ 388
696
(29,998)
(2,641)
1,240
(2,481)
(1,494)
$ (44,236) $ (34,290)
2020 2019
$ 7,746
481
$ 23,026
544
(3,940)
$ 8,227 $ 19,630
2.07

26. Extra information on the items with the expense characteristics

The employee benefits, depreciation, depletion and amortization expenses incurred

in this period are summarized below:

Salary expense
Labor and health
insurance expenses
Pension expense
Other Personnel
expense
Personnel expense
Depreciation expense
2020 2019
Operating
costs
Operating
expense
Total
Operating
costs

$ 92,622

7,048

4,440

2,649
$ 106,759
$ 102,837
Operating
expense
Total
$ 90,220

6,568
4,155
3,006
$ 77,820

4,234

2,060

1,560
$ 168,040

10,802

6,215

4,566
$ 70,273
4,234
2,089
1,329
$ 162,895

11,282

6,529

3,978
$ 103,949 $ 85,674 $ 189,623 $ 77,925 $ 184,684
$ 94,302 $ 17,578 $ 111,880 $ 20,811 $ 123,648

The compensations to employees and the remunerations to directors and

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supervisors determined by the board on March 19, 2021 for the year 2020 and on March 20, 2020 for the year 2019 are as follows:

Compensations to
employees
Remunerations to
directors and supervisors
2020 2020 2019 2019
Amount
Estimated
proportion
Amount Estimated
proportion
$ 9,491

9,491

1


1
$ 5,613
5,613

1

1

FRG shall allocate from annual profits no less than 1% for compensations to employees and no more than 2% for remunerations to directors and supervisors. However, annual profits should be prioritized for the reversal of cumulated losses if any.

The abovementioned compensations to employees may be paid with cash or shares. The employees include the employees of subsidiaries which meet the criteria set by the board. However, the remunerations to directors and supervisors shall be paid in cash only.

Any changes to the published consolidated financial statements shall be treated as changes to accounting estimates and adjusted during the following year. There was no difference between the distributed amount of compensations to employees and remunerations to directors and supervisors for 2019 and the recognized amount on the consolidated financial statements for 2019.

The annual general meeting of FRG on May 10, 2019 approved the distributions of bonuses to employees at NT$2,661 thousand and the remunerations to directors and supervisors at NT$2,661 thousand for 2018. There was no difference between the distributed amount and the recognized amount on the consolidated financial statements for 2018.

Please refer to the details published on TSE Market Observation Post System for the information regarding the decisions by the board and annual general meetings on compensations to employees and remunerations to directors and supervisors.

  1. Income tax

-168-

(1) Income tax recognized in profit & loss

The income tax expense listed as profit & loss is composed of as follows:

Income tax current period:
Occurred in current year
Additionally imposed
undistributed earnings
Paid for land value increment tax
Deferred income tax:
Occurred in current year
Income tax expense listed as profit
& loss
The accounting benefit and income
as follows:
Income tax calculated according to
the regulated tax rate of before-
tax net income
The effect of tax in reconciliation
items of income tax:
When determining taxable income,
adjustments should be made to
increase (decrease)
Exemption of domestic securities
transaction income
Tax-exempt income
Previous years adjustments
Income tax expense (gain) current
period
2020
2019
$ (49)
$ 1,240
(11,367)

(29,274)
(31,289)
(40,690)
(30,049)
12,272
16,312
$ (28,418)
$ (13,737)
tax expense of current period are adjusted
2020
2019
$ 193,367
$ 115,753
(11,896)
(10,736)
798
303
(182,220)
(105,294)

(1,266)
$ 49
$ (1,240)
2019
$ 1,240

(31,289)
(30,049)
16,312
$ (13,737)
$ 115,753

(10,736)
303

(105,294)
(1,266)
$ (1,240)

The accounting benefit and income tax expense of current period are adjusted as follows:

(2) Income tax expense recognized in other comprehensive income

-169-

Remeasurement of defined benefit
plans
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income
Exchange differences on translation
of foreign financial statements
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
other comprehensive income
Income tax related to other
comprehensive income
2020
$ (1,172)

(671)
4,803
200
$ 3,160
2019
$ (508)
51
2,210
(3,914)
$ (2,161)

(3) Deferred tax assets and liabilities

The analysis on deferred income tax assets and liabilities in balance sheet is as follows:

follows:
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income
Exchange differences on translation
of foreign financial statements
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
other comprehensive income
Unrealized exchange loss
Other
Tax loss carry forwards
Investment credits
Deferred income tax assets
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
profit or loss
Other
Land value increment tax
Deferred income tax (liabilities)
2020
Balance,
beginning of
year
Recognized in
profit (loss)
Recognized in
other
comprehensive
income
Balance,
end of year
$ 3,145
267
1,862

4,002
12,699
12,115
$



(2,181)
16,057
3,851
994
$ (1,172)
(267)
4,803
200








$ 1,973

6,665
200
1,821
28,756
15,966
994
$ 34,090
$ 18,721 $ 3,564 $ 56,375
(98)


(166,357)
(1,261)

(5,188)


(404)


(1,359)

(404)
(5,188)
(166,357)
$(166,455) $ (6,449) $ (404) $(173,308)

2019

Balance, Recognized in Recognized in Balance,

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Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income
Exchange differences on translation
of foreign financial statements
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
other comprehensive income
Unrealized exchange loss
Other
Tax loss carry forwards
Deferred income tax assets
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
profit or loss
Exchange differences on translation
of foreign financial statements
Land value increment tax
Deferred income tax (liabilities)
beginning of
year
profit (loss) other
comprehensive
income
end of year
$ 3,653
216

3,914
8,008
4,839
2,659
$




(4,006)
7,860
9,456
$ (508)
51
1,862
(3,914)






$ 3,145
267
1,862

4,002
12,699
12,115
$ 23,289
$ 13,310 $ (2,509) $ 34,090
(3,045)
(55)
(348)
(166,357)
2,947

55






348
(98)



(166,357)
$(169,805) $ 3,002 $ 348 $(166,455)

(4)Information on Unused Loss Carryforwards

Loss carryforwards as at December 31, 2020 are as follows:

Loss carryforwards Balance of unused
loss carryforwards
$ 15,966
Final deductible
year
2029
  • (5) The year of the company’sincome tax settlement application cases approved by

thecompetent authority are as follows:

Except for 2017, FRG has been approved to 2018.

Ban Chien company has been approved to 2018.

28. EPS

(1) Basic earnings per share

Basic earnings per share
Net income for the period
attributable to owners of the
Corporation
Weighted average number of
ordinary shares (in thousand
shares)
Basic EPS (NT dollars)
2020
$ 901,716

344,377
$ 2.62
2019
$ 538,957
350,000
$ 1.54

(2) Diluted earnings per share

-171-

Net income for the period
attributable to owners of the
Corporation
Weighted average number of
ordinary shares (in thousand
shares)
Potentially ordinary stock-
Employee bonus (in thousand
shares)
Number of shares of diluted EPS (in
thousand shares)
Diluted EPS (NT dollars)
2020
$ 901,716

344,377
488

344,865
$ 2.61
2019
$ 538,957
350,000
336
350,336
$ 1.54

If the Company can choose to distribute stocks or cash as the bonus for the employees, when calculating the earnings per share, the distribution of shares to the employees should be taken into consideration. In addition, the potential common shares which will dilute the earnings should be added into the weighted average number to calculate the diluted earnings per share. The distributed number of shares is estimated by the closing price of the common shares at the end of the reporting period (the effect of exclude right and exclude dividends is considered). The dilutive effect of the potential shares distributed to the employees will be taken into consideration when calculating the diluted EPS before the resolution concerning the number of shares to be delivered as bonus for employees is made in the shareholder meeting the following year.

29.Disposal of Subsidiary

Da-Guan Recreation Company passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020, and FRG lost control of DaGuan Recreation Company.

(1)Analysis of assets and liabilities for loss of control

-172-

Non-current assets
Investment property
Current liabilities
Other payables
Net assets disposed of
Gain on disposal of subsidiary
Fair value of remaining investments at the date
of loss of control
Net assets disposed of
Non-controlling interests at the date of loss of
control
Gain on disposal
Oct. 22,2020
$ 1,232
(6,318)
$ (5,086)
2020
$
5,086
(1,017)
$ 4,069

(2) Gain on disposal of subsidiary

30. Capital Management

The enterprise life cycle of the Company belongs to “maturity period”. However, in order to pursue business sustainable development, respond to the future market demands and consider the future capital expenditure budget of the Company as well as maintenance stable dividend allocation, on the whole, the Company applies a prudent risk management policy.

31. Financial instruments

(1) The types of financial instruments

The types of financial instruments
Financial assets
Financial assets at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income
Amortized cost
Cash and cash equivalents
Trade receivables
Other financial assets
Refundable deposits
Total
Financial liabilities
Amortized cost
Short-term loans
Short-term bills payable
Trade payables
Guarantee deposits received
Total
Dec. 31,2020
$ 72,280
3,442,575
1,371,090
246,283
135,653
2,291
$ 5,270,172

$ 350,000

9,992
228,586
43,463
$ 631,041
Dec. 31,2019
$
3,273,462
956,286
128,987
185,214
8,322
$ 4,552,271
$ 860,000
399,548
241,681
42,401
$ 1,543,630

(2) Fair values of financial instruments

-173-

  • A. Financial instruments not measured with the fair value

  • The financial assets and financial liabilities not measured by fair values of this company include cash and equivalent cash, accounts receivable, other financial assets, short-term loan, short-term bonds payable and accounts payable. The maturity dates of this kind of financial products are rather short that their book values should belong to a reasonable foundation of estimating fair values. The above financial products shall not include refundable deposits and deposit received either, because their repayment dates are uncertain; therefore, their fair values are evaluated by the book values in balance sheets.

  • B. Fair value measurement of recognitions in balance sheet

The following table provides related analysis of financial instruments measured by fair values after original recognition, and the observable levels of fair values are divided into the first to the third level.

  • a. The first-level fair value measurement refers to an open offer of the same asset or liability from an active market (without being adjusted).

  • b. The second-level fair value measurement refers to a derived fair value of an observable input value belong to the said asset or liability either directly (i.e., price) or indirectly (i.e., to be derived from price) in addition to a first-level open offer.

  • c. The third-level fair value measurement refers to a derived fair value of an input value of asset or liability not based on observable market data (nonobservable input value) as the evaluation technique.

  • C.Concerning the financial instruments measured by fair values, the basic classification analysis of the Company in accordance with the nature, characteristics and risk as well as fair value level of asset and liability shall be as follows:

  • a. The financial asset and liability measured by fair value on repeatable

-174-

foundation:

oundation:
Financial assets at fair
value through profit
or loss
Fund
Financial assets at fair
value through other
comprehensive
income
Stock of Listed
(OTC) companies

Stock of emerging
companies
Stock not classified
to listed (OTC)
and emerging
companies
Financial bond
Stock of foreign
companies
Total

Financial assets at fair
value through other
comprehensive
income
Stock of Listed
(OTC) companies

Stock of emerging
companies
Stock not classified
to listed (OTC)
and emerging
companies
Stock of foreign
companies
Total
Dec. 31,2020
Level 1 Level 2 Level 3 Total
$72,280
$ $ $72,280
$ 2,855,344


64,461
$
6,887



$

92,112

423,771
$ 2,855,344
6,887
92,112
64,461
423,771
$ 2,919,805 $ 6,887 $ 515,883 $ 3,442,575
Level 1 Level 2 Level 3 Total
$ 2,715,634


$
3,736

$

106,055
448,037
$ 2,715,634
3,736
106,055
448,037
$ 2,715,634 $ 3,736 $ 554,092 $ 3,273,462

b. The financial asset and liability measured by fair value on non-repeatable

foundation: none

  • D. The first-level fair value measurement item applies a market offer as the fair

value input value, with breakdown as follows:

Item
Stock of Listed (OTC) companies

Fund and Financial bond
Market quoted
Close price
The net assets

E. The second-level fair value measurement item applies the observable input

-175-

values of recent transaction price and offer data of GreTai Securities Market, to serve as the foundation of evaluating fair values.

  • F. There was no change between Level 1 and Level 2 fair value measurements in 2020 and 2019.

  • G. Adjustment of financial assets with the third-level fair value measurement:

Beginning balance
Purchases
Capital return due to
disinvestment
Listed to other comprehensive
income of this year
Ending balance
2020
$ 554,092

1,846
(4,500)
(35,555)
$ 515,883
2019
$ 361,924
227,052

(8,000)

(26,884)
$ 554,092

H. Level 3 fair value measurement is based on net asset values. The Company takes great caution in the selection of valuation models and valuation parameters for the key, non-observable values. Therefore, the measurement of fair values should be reasonable. The use of different valuation models or valuation parameters may result in different numbers. For example, If the evaluation parameter's share price net multiplier increases, the market liquidity discount decreases, and the weighted average capital cost discount rate decreases, the fair value of the investment will be increased.

(3) Objective of financial risk management

The financial risk management of the Company is to manage currency exchange rate risk, interest rate risk, credit risk and liquidity risk related to operation activities. In order to reduce related financial risks, the Company has devoted to identification, evaluation and avoiding uncertainty of market, to reduce any potential unfavorable impact of market changes on the corporate financial performance.

The important financial activities of the Company are specified by the board

-176-

and in accordance with related specifications and double checked through an internal control system. During the execution period of financial planning, the Company shall scrupulously observe the related financial operation procedures concerning comprehensive financial risk management and division of authority and responsibility.

(4) Market risk

The Company mainly exposes to such market risks as changes in foreign currency exchange rate and changes in interest rate, etc.

A. Foreign currency exchange rate risk

The foreign currency exchange rate risk of the Company mainly comes from Cash and cash equivalents, accounts receivable, other payables priced by foreign currency exchange, Financial assets at fair value through profit or loss as fund, Financial assets at fair value through other comprehensive income as overseas company stock and financial bond, and foreign currency time deposit with maturity period above three months.

The information concerning foreign currency financial assets and liabilities under material impacts of foreign currency exchange rate fluctuation shall be as follows:

Financial assets
Monetary items
USD
HKD
JPY
RMB
Non-monetary items
USD
Financial liabilities
Monetary items
USD
HKD
JPY
RMB
Dec. 31, 2020 Dec. 31, 2019
foreign
currency
Exchange
rate
Amount foreign
currency
Exchange
rate
Amount
25,672
8,352
210,548
35,553
1,276
113
4
10
315
28.43
3.595
0.2746
4.355
28.43
28.53
3.655
0.2787
4.405
729,846
30,025
57,817
154,834
36,280
3,221
13
3
1,389

18,822

9,647

89,832

31,007

653

296

14



207
30.03
3.836
0.2751
4.296
30.03
30.13
3.896

4.346
565,217
37,007
24,713
133,204
19,600
8,908
56

901

The sensitivity analysis concerning foreign currency exchange rate risk is

-177-

calculated mainly for the monetary items of foreign currency at the end of the financial reporting period. When the appreciation/ depreciation of NT Dollar vs. foreign currency reaches 1%, the pre-tax profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/decrease by NT$9,679 thousand and NT$7,503thousand, respectively.

Due to a large variety and volumes of foreign currency transactions, the Company discloses the exchange gains/losses for the summary of monetary items. The recognized foreign currency gain/loss (realized and unrealized) was NT$40,142 thousand for 2020 and NT$2,641thousand for 2019.

B. Interest rate risk

The interest rate risk refers to the risk in fair values of non-derivative financial instruments cause by changes of market interest rate. The interest rate risk of the Company mainly comes from short-term loans and shortterm bonds payable.

Concerning the sensitivity analysis of interest rate risk, it is calculated on basis of the fixed interest rate loan at the end of the financial reporting period, and it is assumed to be held for one year. In case the interest rate rises/drops 1%, the pre-tax profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/ decrease by NT$3,600 thousand and NT$12,595thousand, respectively.

C. Other price risks

The price risk of equity instruments of the Company mainly comes from the investment classified as Financial assets at fair value through other comprehensive income; and all major equity instrument investments may only be conducted after the approval of the board of the Company. Concerning the sensitivity analysis of equity instrument price risks, it is

-178-

calculated on basis of the changes in fair values at the end of the financial reporting period. In case the price equity instruments rises/drops 1%, the profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/decrease by NT$33,781 thousand and NT$32,735thousand, respectively.

  • (5) Credit risk management

The credit risk management refers to the opposing party of trade violates contract obligations and causes risks of financial loss to the Company. The credit risk of the Company comes mainly from the accounts receivable generated from operation activities, and bank deposits generated from investment activities and other financial instruments. Operation related credit risks and financial credit risks are under separate management.

  • A. Operation related credit risks

In order to maintain the quality of accounts receivable, the Company already establishes the procedures of operation related credit risks. The risk evaluation of an individual customer considers such numerous factors with potential impacts on customer payment abilities as the financial status of the said customer, internal credit ratings of the Company, historical trade record and current economic status, etc. The Company would also in due time uses certain credit enhancement tools, such as sales revenue received in advance and credit insurance, etc., to reduce credit risks of specific customers.

Up to December 31, 2020 and December 31, 2019, the accounts receivable balances of the top 10 major customers account for the accounts receivable balances of the Company respectively as 56% and 72%; the risk concentration risks of the rest accounts receivable are relatively not major.

  • B. Financial credit risk

The credit risks of bank deposit and other financial instruments are measured and supervised by the Finance Department of the Company. Since the trade parties of the Company are all domestic banks with commendable credit, there is no suspicion of major contract performance; therefore, there is no major credit risk.

(6) Liquidity risk management

-179-

The object of liquidity risk management of the Company is to maintain cash and equivalent cash required for operation, securities with high liquidity, and sufficient bank financing quota, etc., to ensure the Company to possess sufficient financial flexibility, operation fund sufficient to cope up with the financial liabilities with agreed repayment periods.

A. The liquidity of non-derivative financial assets and liabilities

Less than 1
year
Non-derivative
financial
liabilities
Short-term
borrowing
$ 350,000
Short-term notes
and bills
payable
9,992
Trade payables
228,586
Lease liabilities
5,440
Guarantee
deposits
received
26,274
Total
$ 620,292
Less than 1
year
Non-derivative
financial
liabilities
Short-term
borrowing
$ 860,000
Short-term
notes and bills
payable
399,548
Trade payables
241,681
Lease liabilities
5,762
Guarantee
deposits received
15,488
Total
$ 1,522,479
Dec. 31, 2020
Less than 1
year
23 years 45 years Over 5 years
Total
$ 350,000

9,992
228,586
5,440
26,274
$





10,879

9,005
$


10,879
6,230
$



16,319

1,954
$ 350,000
9,992
228,586
43,517
43,463
$ 620,292 $ 19,884 $ 17,109 $ 18,273 $ 675,558
Dec. 31, 2019
Less than 1
year
23 years 45 years Over 5 years
Total
$





10,879

17,525
$


10,879
4,661
$



21,759

4,727
$ 860,000
399,548
241,681
49,279
42,401
$ 1,522,479 $ 28,404 $ 15,540 $ 26,486 $ 1,592,909

B. Loan commitments

-180-

Dec. 31, 2020

Dec. 31, 2019

Unsecured bank overdraft limit

Unsecured bank overdraft limit
-Amount used
-Amount unused
Unsecured bank loan limit
-Amount used
-Amount unused
Secured bank loan limit
-Amount used
-Amount unused
$
90,000
$ 90,000
$
90,000
$ 90,000
Dec. 31, 2020
$ 360,000
2,580,000
$ 2,940,000
$
170,000
$ 170,000
Dec. 31, 2019
$ 1,090,000
1,850,000
$ 2,940,000
$ 170,000
$ 170,000

32. Related party transaction

(1)Name and relation ship with related parties

Name of related parties Relationship with the Company

Formosan Construction Corp. (Taiwan) Eurogear Corporation

Investee company accounted for using the equity method

The Company’s institutional director

Chen Hsi Investment CO, LTD

The president is the spouse of the general manager of the Company

Hung He Development CO, LTD

The president is the spouse (1st degree of kinship) of the Company’s president

FRG Charity Foundation HSU, ZHEN-TSAI HSU, ZHEN-JI Hsu Mei-Zhi

Its president is the same as president of the Company

President of the Company

The general manager of the Company

2nd degree of kinship of the Company’s president

  • (2) Major transaction with related parties

-181-

A. Operating revenue -Rental

Operating revenue-Rental
Other
Guarantee deposits received
2020
$ 1,126

Dec. 31, 2020
$ 274
2019
$ 1,126
Dec. 31, 2019
$ 274

The related enterprise leases the office to the Company, and the lease content is determined by the agreement between the two parties, and the rent is collected monthly.

B.Lease agreement

Lease agreement signed by the Company with Formosan Construction Corp. (Taiwan),Eurogear Corporation, Chen Hsi Investment CO, LTD., Ltd. and Hung He Development CO, LTD in December 2018., with the lease period as of January 1, 2018 to December 31, 2028. The lease agreement is based on the Consumer Price Index (CPI) in thesixth, and it adjusts the rent according to the accumulated average CPI increase in the previous year. The Company does not have a preferential purchase right for the real property at the end of the lease term. The rent is the monthly payment.

Formosan Construction Corp.
(Taiwan)
Eurogear Corporation
Chen Hsi Investment CO, LTD
Hung He Development CO, LTD
Total
Formosan Construction Corp.
(Taiwan)
Eurogear Corporation
Chen Hsi Investment CO, LTD
Hung He Development CO, LTD
Total
Dec. 31, 2020 Dec. 31, 2020
Right-of-use assets
lease liabilities
$ 8,189
$ 8,277
7,852
7,937
16,672
16,853

8,529
8,621
$ 41,242
$ 41,688
Dec. 31, 2019

lease liabilities
$ 8,277
7,937
16,853
8,621
$ 41,688
Right-of-use assets
$ 9,212
8,834
18,756

9,595
$ 46,397
Dec. 31, 2020

lease liabilities
$ 9,262
8,881
18,857
9,647
$ 46,647
Dec. 31, 2019

-182-

C. Refundable deposits
Interest expense
Depreciation expense
Other payables
Other
$ 1,167

2020
$ 480
$ 5,155
Dec. 31, 2020
$
$ 1,167
2019
$ 534
$ 5,155
Dec. 31, 2019
$ 6,288
  • D. As of December 31, 2020 and 2019, the farmland of investment property held in the name of the major management of FRG amount to NT$109,204 thousand and NT$94,241 thousand, respectively. Its ownership certificate is under custody of FRG, and its pledge is set to FRG for security purpose.

E.Sale of real estate

In 2020, the Company sales the real estate and parking space of the La Bella Vita Project in Taichung City to Hsu Mei-Zhi, which is jointly developed and constructed with Continental Development Corporation. The total contract price (including tax) is NT$37,200 thousand. Base on the capital contribution ratio, the transaction price of the Company is NT$10,137 thousand and the disposition benefit is NT$3,529 thousand.

F. Donation expense

Donation expense
FRG Charity Foundation 2020
$ 10,000

(3) Reward to major management

The remuneration information to board directors and other major management members shall be as follows:

members shall be as follows:
Short-term benefits
Retirement benefit
Total
2020
$ 57,459

613
$ 58,072
2019
$ 50,961
610
$ 51,571

33. Pledged assets

-183-

The following assets are already provided to serve for guarantee of financial industry loans, material purchase and international logistics business, with the book amounts as follows:

book amounts as follows:
Construction project ─Real estate
under construction
Other financial assets
Property, plant and equipment
Investment property - house and land
Total
Dec. 31, 2020
$
20,000
287,640
190,148
$ 497,788
Dec. 31, 2019
$ 1,960,691
20,000
287,640
192,872
$ 2,461,203
  1. Material contingent liabilities and unrecognized contract promise: None

  2. Important disaster loss: None

  3. Important subsequent events: None

-184-

37. Additional disclosed items

  • (1) Information regarding the material transaction items

A. The status of lending capital to others: None

B. The status of endorsement and guarantee for others:

No.
(note 1)

Company
name of the
endorsement
/ guarantee
provider
Recipient of the
endorsement/
guarantee
Recipient of the
endorsement/
guarantee
Endorsement
/ guarantee
quota for a
individualent
erprise
(note 3)
Max. balance
of the
endorsement/
guarantee this
period
Ending
balance of the
endorsement/
guarantee
Actual
drawing
amount
The
endorsement
/ guarantee
amount
guaranteed
by properties


Percentage of
accumulated
endorsement /
guarantee
amount in net
value of the
latest financial
statements

Max. limit
of the
endorsement
/ guarantee
(note 3)
Endorsement
/ guarantee
from parent
company to
subsidiary
Endorsement
/ guarantee
from
subsidiary to
parent
company

Endorsement
/ guarantee to
Mainland
China
Company
name
Relation
0 FRG 950
Property
LLC
Note 2 $1,677,339 $ 790,727
(USD26,054)
$ 743,309
(USD26,054)
$ 341,440
(USD11,968)
6.65 $ 3,354,678

Note 1: The explanation for the number column is as follows:

  • (1) Put “0” for the company.

  • (2) Put the serial No. starting from 1 for the investees by company category.

  • Note 2: The relationships between endorsement/ guarantee provider and recipient:A company that is endorsed by each of the contributing shareholders in accordance with their shareholding ratio because of the joint investment relationship.

  • Note 3: Accoridng to the Operating procedures of endorsement and guarantee for others, the Company’s endorsement/ guarantee total amount should be no more than 30% of this company’s net value, and its endorsement/ guarantee amount to an individual enterprise should be no more than 15% of the Company’s net value.

Note 4 US$1 NT$28.53

-185-

C. Thestatus of securities held at the end of the period

Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers Book value Ratio of
share
holding%
Fair value
FRG Fund
Allianz Global Investors Preferred
Securities and Income Fund
Allianz Global Investors Income and
Growth Fund
NN(L) US Credit X Cap USD
AB International Technology
Portfolio
AB American Growth Portfolio
Stock
SinoPac Financial Holdings
Company Limited
Nan Ya Plastics Corporation
Formosa Chemicals & Fibre
Corporation
Far Eastern New Century
Corporation
Far Eastern Group
Far Eas Tone Telecommunications
Co., Ltd.
Formosa Plastics Corporation
Huaku Development Co., Ltd.
E. SUN Financial Holding Co., Ltd.
ASUSTeK Computer Inc.
WPG Holdings
Formosa Petrochemical Corp.
Shine More Technology Materials
Corporation., Ltd.
Fubon Securities Co., Ltd.
Continental Holdings Corp. (CHC)
Pegatron Corporation
ChongHongConstruction Co.,Ltd.

Financial assets at fair value
through profit or loss - current




Financial assets at fair value
through other comprehensive
income - current













997,009
91,159
202
10,490
21,346
35,969,700
3,847,900
4,599,170
4,101,761
5,266,447
2,210,000
583,000
1,325,000
1,630,419
200,000
283,600
1,678,000
1,158,250
690,000
2,205,000
1,577,000
842,000
$ 10,289
29,001
9,432
8,836
14,722
411,853
276,664
389,550
118,746
126,395
135,252
56,201
116,335
41,657
50,100
12,166
167,464
4,517
7,073
45,644
106,132
67,360





0.32
0.05
0.08
0.08
0.37
0.07
0.01
0.48
0.01
0.03
0.02
0.02
3.05
0.28
0.27
0.06
0.29
$ 10,289
29,001
9,432
8,836
14,722
411,853
276,664
389,550
118,746
126,395
135,252
56,201
116,335
41,657
50,100
12,166
167,464
4,517
7,073
45,644
106,132
67,360
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The situation of being provided to financial loan business trust in detail is shown as in Note 8.

-186-

Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers Book value Ratio of
share
holding %
Fair value
FRG Farglory Land Development Co.,
Ltd.
Shin Kong Financial Holding Co.,
Ltd. -Preferred Shares B
Bank of Amer
Citigroup Inc.
Brightek Optoelectronic Co., Ltd.
Eslite Corporation
Yu Chi Venture Investment Co., Ltd.
Formosan Chemical Industrial Co.
Formosan Glass & Chemical
Industrial Co.
Tai Yang Co., Ltd.
Formosan Rubber Group Inc.
(Ningpo)
Tashee Golf & Country Club -
preferred stock
Corporate Bond
AT&T Inc. debt II
AT&T Inc. debt VI
Ford Motor Company
Delta Air Lines Inc.


Chairman of Formosan
Rubber Group Inc.
(Ningpo) is the brother to
Chairman of Formosan
Rubber Group Inc.
Financial assets at fair value
through other comprehensive
income - current



Financial assets at fair value
through other comprehensive
income – non-current







Financial assets at fair value
through other comprehensive
income - current


1,254,000
666,000
14,000
4,000
267,241
1,604,379
2,250,000
22,516
9,795
111,395

1
680,000
630,000
500,000
250,000
$ 70,600
28,205
12,064
7,012
6,887
10,415
25,898
14,281
2,563
7,351
17,204
14,400
22,087
18,441
15,884
8,049
0.16
0.01
0.00
0.00
0.44
1.65
10.00
2.25
5.02
1.24
12.86




$ 70,600
28,205
12,064
7,012
6,887
10,415
25,898
14,281
2,563
7,351
17,204
14,400
22,087
18,441
15,884
8,049
Note

Note: The situation of being provided to financial loan business trust in detail is shown as in Note 8.

-187-

Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers
Book value
Ratio of
share
holding %
Fair value
Ban Chien
Development
Co., Ltd.
Stock
SinoPac Financial Holdings
Company Limited
Chong Hong Construction Co., Ltd.
Taiwan Cement Corporation
MiTAC Holdings Corporation
Farglory Land Development Co.,
Ltd.
Yuanta Financial Holding Co., Ltd.
Financial assets at fair value
through other comprehensive
income - current




42,062,322
904,000
420,006
224,000
380,000
208,000
$ 481,614
72,320
18,144
6,608
21,394
4,274
0.37
0.31
0.01
0.02
0.05
0.00
$ 481,614
72,320
18,144
6,608
21,394
4,274
FRG US
Corp.
Stock
TRIMOSA HOLDINGS LLC
Financial assets at fair value
through other comprehensive
income - non-current
423,771 14.67 423,771

-188-

D. The same securities in which the accumulated amount of buying or selling reached NT$300 million or was more than 20% of the paid-

up capital: None

  • E. The amount acquiring real estate which reached NT$300 million or was over 20% of the paid-up capital: None

  • F. The amount disposing property which reached NT$300 million or was over 20% of the paid-up capital:

Name Property Transection
date
Acquisition
date
Carrying
value
Transection
amount
Receipt
status
Gain (loss) on
disposal
Counterparty Nature of
relationship
Purpose
of
disposal
Price
reference
Other
terms
FRG 55 TIMELESS
ProjectReal
estate for sale
109.03.02 N/A Inventory
held for sale
therefore
not
applicable
$ 341,212 $ 341,212 Inventory held
for sale
therefore not
applicable
Customer A Non-relative Get
benefit
The appraisal
amount of
$330,800 as
reported by
REPro Knight
Frank
None
  • G. The amount of purchases or sales from or to related parties which reached NT$100 million or was over 20% of the paid-up capital:

None

  • H. The amount of related party receivables which reached NT$100 million or was more than 20% of the paid-up capital: None

I. Information regarding transactions of derivative financial products: None

J. Business relations, important transaction current conditions between the parent company and its subsidiaries: None

-189-

(2) Related information to re-investment businesses

Investing
company
Investee Area Business items Original investment amount Original investment amount Holdingat the end of theperiod Holdingat the end of theperiod Holdingat the end of theperiod Investee’s
profit (loss) of
current period
Investment
profit (loss)
recognized
current period

Remarks
End of period
for current
period

End for last
year
Share Ratio (%) Book value
FRG Ban Chien
Development Co.,
Ltd.
Da-Guan
Recreation
Company
KINGSHALE
INDUSTRIAL
LIMITED
FRG US Corp.
Formosan
Construction
Corp. (Taiwan)
Fenghe
Development Co.,
Ltd.
Rueifu
Development Co.,
Ltd.
Taiwan
Taiwan
Hong Kong
U.S.A.
Taiwan
Taiwan
Taiwan
Consign a contractor to
build residential and
commercial building for
lease and sale
Trading on golf driving
range, playground,
sports equipment
Investment
Real estate investment,
development and rental
and sales of premises.
Consign a contractor to
build commercial
building and public
housing for lease and
sale
Consign a contractor to
build residential and
commercial building for
lease and sale
International trade,
investment consultancy,
office building for lease
and building/land
brokerage.
$ 560,000

34
461,349
75,979
59,850
483
$ 560,000
63,007
34
460,142
75,979
59,850
483
56,000,000

9,999
7,526,000
7,597,927
3,990,000
48,260
100.00

99.99
100.00
26.20
39.90
48.26
$ 622,046


424,611
62,048
31,655
8,263
$ 36,607


(455)
6,491
(886)
3,183
$ 36,607


(455)
1,899
(353)
1,536
Subsidiary
Note
Subsidiary
Subsidiary

Note: Da-Guan Recreation Company has passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020. (3) Information of the investment in China: None

-190-

(4) Information on major shareholders

Shareholding
Name of major
shareholder
Number of shares Percentage of
ownership
Ruifu Construction Co.,
Ltd.
34,070,754 9.95
Chen Hsi Investment CO,
LTD
17,626,989 5.14
  • Note: A. The major shareholders information was calculated by Taiwan Depository & Clearing Corporation in accordance with the common shares (including treasury shares) and preferred shares in dematerialised form which were registered and held by the shareholders above 5 on the last operating date of each quarter. The share capital which was recorded on the financial statements might be different from the number of shares held in dematerialised form because of the different calculation basis.

  • B. As per information above, if the shareholder delivers the shares to the trust, shares will be disclosed based on the trustee’s account. Additionally, according to the Securities and Exchange Act, internal stakeholder whom holds more than 10% of the Company’s share, which includes shares held by the stakeholder and parts delivered to the trust that have decision making rights, should be declared. For information regarding internal stakeholder declaration, please refer to the Market Observation Post System website of the Taiwan Stock Exchange Corporation.

-191-

38. Department information

  • (1) Operating department

  • A. The operation departments required to be reported include Rubber, Construction and Warehousing Departments; Rubber Department engages in manufacture & sale of such products as rubber sheets, plastic sheets, plastic foam sheets and PVC resin sheets, etc.; Construction Department engages in constructing residential & commercial buildings for lease & sale; Warehousing Department engages in management of logistics storage.

  • B. The department profit and loss refer to the profit earned by each department, excluding director/supervisor remuneration and investment profit & loss recognized by equity method. These measurement amounts shall be provided to the major operation decision makers, to be sued to distribute resources to departments and evaluate their performance. Besides, there is no major discrepancy between the accounting policies used by Operation Department and the summary description of important accounting policies described in Note 4.

  • (2) Departments income and operating result

2020

Revenue from external
customers
Revenue from inter-
departments
Profit (loss) of
departments
Unclassified profit (loss)
Non-operating income
and expenses
Profit before income tax
Income tax
(expense)profit
Rubber Construction Warehousing
Other
Adjustment
and write-off
Total
$ 846,049 $ 2,206,748 $ 215,968 $ 13,490 $ $ 3,282,255
$ $ $ 60 $ $ (60) $
$ 76,857 $ 776,686 $ 91,969 $ 10,767 $ $ 956,279

(145,717)
119,572
$ 930,134
$ (28,418)

-192-

2019

Rubber
Construction Warehousing
Other
Adjustment
and write-off
Total
Revenue from external
customers
$ 962,331 $ 1,518,732
$ 207,068
$ 13,646
$
$ 2,701,777
Revenue from inter-
departments
$
$
$ 60
$
$ (60) $
Profit (loss) of
departments
$ (73,388) $ 492,468
$ 92,058
$ 41,655
$
$ 552,793
Unclassified profit (loss)
(128,980)
Non-operating income
and expenses
128,874
Profit before income tax
$ 552,687
Income tax
(expense)profit
$ (13,737)
(3) Regional information:
Revenue from external customers
Non-current assets
Region
2020
2019
2020
2019
Asia
$ 3,056,339 $ 2,426,088 $ 3,707,292 $ 3,783,540
Europe
136,752
196,929


United States-
Canada
87,534
78,433


Other region
1,630
327


Total
$ 3,282,255
$ 2,701,777
$ 3,707,292 $ 3,783,540
Rubber
Construction Warehousing
Other
Adjustment
and write-off
Total
Revenue from external
customers
$ 962,331 $ 1,518,732
$ 207,068
$ 13,646
$
$ 2,701,777
Revenue from inter-
departments
$
$
$ 60
$
$ (60) $
Profit (loss) of
departments
$ (73,388) $ 492,468
$ 92,058
$ 41,655
$
$ 552,793
Unclassified profit (loss)
(128,980)
Non-operating income
and expenses
128,874
Profit before income tax
$ 552,687
Income tax
(expense)profit
$ (13,737)
(3) Regional information:
Revenue from external customers
Non-current assets
Region
2020
2019
2020
2019
Asia
$ 3,056,339 $ 2,426,088 $ 3,707,292 $ 3,783,540
Europe
136,752
196,929


United States-
Canada
87,534
78,433


Other region
1,630
327


Total
$ 3,282,255
$ 2,701,777
$ 3,707,292 $ 3,783,540
Rubber Rubber Construction Construction Warehousing Warehousing
Other
Adjustment
and write-off
Total
$ 962,331 $ 1,518,732 $ 207,068 $ 13,646 $ $ 2,701,777
$ $ $ 60 $ $ (60) $
$ (73,388) $ 492,468 $ 92,058 $ 41,655 $ $ 552,793
(128,980)
128,874
$ 552,687
$ (13,737)
2020 2019 2020
Asia

Europe
United States-
Canada
Other region
Total
$ 3,056,339
136,752
87,534
1,630
$ 2,426,088
196,929
78,433
327
$ 3,707,292


$ 3,282,255 $ 2,701,777 $ 3,707,292

The above non-current assets shall not include financial products and deferred income

tax assets

(4) Products information

Products information
Products
Rubber

Real property
Other
Total
2020
$ 844,836

2,206,748
230,671
$ 3,282,255
2019
$ 960,898
1,518,732
222,147
$ 2,701,777

-193-

  • (5) Important customer information: The customers whose net incomes accounting for

  • more than 10% of the income in the Rubber Department of 2020 and 2019 are as

follows:

s: s: s: s: s: s:
Rubber Enterprise Dept.
2020 2019
Customer Amount Proportion to
operating
income
Customer Amount Proportion to
operating
income
Customer A $ 100,868 12 Customer C $ 83,289 9
Customer B 91,442 11 Customer B 112,937 12

-194-

V. A parent company only financial statement for the most recent fiscal year, certified by a CPA

(English Translation of Parent Company Only Financial Statements

and Report Originally Issued in Chinese)

Formosan Rubber Group Inc.

Parent Company Only Financial Statements

and Independent Auditors’ Report

2020 and 2019

Address: 8F, No. 82, Sec. 1, Hankou St., Zhongzheng District, Taipei City

Tel No.: (02) 2370-0988

The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.

-195-

INDEPENDENT AUDITORS’ REPORT

NO.00111090EA

To: Formosan Rubber Group Inc.

Opinions

We have audited the accompanying parent company only balance sheet of Formosan Rubber Group Inc. as of December 31, 2020 and 2019 and the parent company only comprehensiveincome statement, statement of changes in equity, statement of cash flows and notes to the parent company only financial statements (including summary of material accounting policies) for the January 1 to December 31, 2020 and 2019.

According to the opinion of this CPA, based on our CPA’s audited result, the major aspects of the accompanying parent company only financial statements as stated in the above are prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations as well as interpretation announcements recognized and announced effective by the Financial Supervisory Commission, sufficiently expressing the financial status of Formosan Rubber Group Inc. as of December 31, 2020 and December 31, 2019, and it’s parent company only financial performance and it’s parent company only cash flow of from January 1 to December 31, 2020 and 2019.

Basis of opinion

We have conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. With our responsibility under such regulations and standards, we will further explain the responsibility of our audit of the financial statements. The personnel ruled with independence in the accounting office of the certified public accountant (CPA) have followed the Norm of Professional Ethics for Certified Public Accountants to stay impartial and independent from Formosan Rubber Group Inc., and carry out other responsibilities required by the Rules. We believe that we have obtained sufficient and pertinent audit evidence, which provides the basis of our audit opinions.

-196-

Key audit matters

The key audit item refers to the most crucial element of our professional judgment about the audit conducted for the 2020 the parent company only financial statements of Formosan Rubber Group Inc. The item has been reflected in our overall audit of the parent company only financial statements and in the process to form our audit opinions, in which we do not individually express our opinion on the item.

Below is the list of key audit issues on the 2020the parent company only financial statements of Formosan Rubber Group Inc.:

Valuation of Net Realizable Value of Real Estate For Sale

Summary of key issues for auditing

As of December 31, 2020, the value of real estate for sale on the parent company only balance sheet was NT$ 2,931,616 thousand primarily reflective of the completed properties and land held for sale. These items accounted for approximately 24% of the parent company only total assets. Please refer to Notes 4, 5 and 11 of the parent company only financial statements for detailed information. Formosan Rubber Group Inc. uses the lower of the cost or net realizable value for the valuation of real estate for sale. As the valuation of real estate for sale is subject to the effects of the cycle in the real estate market and the changes of the government policy and the determination of net realizable values for real estate for sale requires major judgment and estimates, it was listed as one of the audit priorities this year. Audit procedures

The audit procedures were carried out by CPAs as follows:

  1. Acquisition of the data concerning the company’s assessment of lower of the costs and net realizable value;

  2. Random inspection of the ownership documents for the properties held for sale, in order to validate the integrity of the assessment;

  3. Random inspection of the data concerning the estimated selling price and the sale records of the most recent period, so as to determine the basis and reasonability of the management’s estimate of net realizable value.

-197-

Impairment of Property Investments Summary of key issues for auditing

As of December 31, 2020, the value of property investments on the parent company only balance sheet was NT$2,713,577thousand accounting for approximately 22% of the parent company only total assets. Please refer to Notes 4, 5 and 16 of the parent company only financial statements for detailed information. Management complies with IAS 36 “Impairment of Assets” by evaluating whether there are any signs indicating the investment properties may be impaired on each balance sheet date. Given the numerous assumptions involved, and the high uncertainty of accounting estimates, it was listed as one of the audit priorities this year. Audit procedures

The audit procedures were carried out by CPAs as follows:

  1. Acquisition of the data concerning the company’s assessment of asset impairments according to cash generating units;

  2. Assessment of the reasonability of the management’s identification of impairment signs, assumptions and estimates used, such as the division of cash generating units, forecasting of cash flows, the appropriateness of the discount rate.

Responsibility of the management and governance unit for the parent company only financial statements

The responsibility of the management is to prepare the adequately expressed financial statements 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), interpretations as well as interpretation announcements recognized and announced effective by the Financial Supervisory Commission, and maintain the internal control required by the preparation of the parent company only financial statements, so as to ensure that the parent company only financial statements do not have any material misstatement resulting from corruption or errors.

Unless that the management plan to liquidate Formosan Rubber Group Inc. or

-198-

stop the business or there are no other practical and feasible measures except liquidation or business closure, the responsibility of the management for preparing the financial statements includes assessment of Formosan Rubber Group Inc.’ competence in continuing business operation, disclosure of relevant items and adoption of the business continuation accounting basis.

The governance unit (including the supervisors) of Formosan Rubber Group Inc. is liable to supervise the financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

The purpose of our audit ofthe parent company only financial statements is to obtain reasonable assurance about whether any material misstatement resulting from corruption or errors is existent in the overall the parent company only financial statements, and issue the audit report. The reasonable assurance referred to here is a high degree of assurance. Nevertheless, the audit executed in accordance with the generally accepted auditing standards cannot guarantee that the material misstatement existing in theparent company only financial statements can be detected. A misstatement may result from errors or corruption. If the individual amount or compiled amount of a misstatement can be reasonably expected to impact the economic policy made by the user ofthe parent company only financial statements, it shall be regarded as a material factor.

When conducting the audit according to the generally accepted auditing standards, we used our professional judgment and kept professionally doubtful about dubious things. We also executed the following tasks:

  1. Recognize and assess the risk of the material misstatement resulting from corruption or errors; design and take the appropriate coping strategy for the assessed risk; obtain sufficient and pertinent audit evidence as the basis of the audit opinions. Given that corruption may involve conspiracy, falsification, deliberate omission, misstatement or transgression of the internal control, the risk in the failure in detecting the material misstatement resulting from corruption is higher than that resulting from errors.

  2. Understand the necessity for obtaining the internal control associated with the audit, so as to design the audit procedure appropriate under the condition at the time. However, the purpose of it is not to express the opinion on the efficacy of Formosan Rubber Group Inc.’ internal control.

  3. Assess the propriety of the accounting policy adopted by the management and the

-199-

rationality of the accounting estimation and relevant disclosures.

  1. Conclude if the business continuation accounting basis adopted by the management is proper, and whether the material doubtful event or circumstance likely incurred from the competence of Formosan Rubber Group Inc.’ continuing business operation has any material uncertainty according to the acquired audit evidence. If we consider material uncertainty existent in such event or circumstance, we shall remind the user of the parent company only financial statements to pay attention to the relevant disclosures of the parent company only financial statements through our audit report, or modify the audit opinion when such disclosures are not applicable. Our conclusion is made according to the audit evidence acquired until the audit report day. However, the development of future events or circumstances is also likely to bring about Formosan Rubber Group Inc.’ incompetence to continue its business operation.

  2. Assess the overall representation, structure and content of the parent company only financial statements (including the relevant notes) and check if the related transactions and events are adequately represented in the parent company only financial statements.

  3. Acquire sufficient and pertinent audit evidence from the financial information of individual entities composed in the Formosan Rubber Group Inc., so as to express opinions onthe parent company only financial statements. We are responsible for the guidance, supervision and execution of the Group’s audit cases, and form the Formosan Rubber Group Inc. audit opinions.

The items communicated between us and the governance unit cover the planned audit scope and time and material audit findings (including the significant defects of internal control recognized in the audit process).

We also provide the governance unit with the fact that the personnel of our office who have been required for audit independence have complied with the parent company only statement stipulated in the Rules of Professional Ethics for Certified Public Accountants of the Republic of China, and communicated with the governance unit for any relations which are likely considered to impact CPA’s independence and other items (including relevant protection measures).

According to the items communicated with the governance unit, we have

-200-

determined the key item of our audit of Formosan Rubber Group Inc.’ 2020 the parent company only financial statements, in which we have described the item in our audit report. Except for the specific items which are not allowed to be publicly disclosed as prescribed by laws and regulations or under a rare situation, we have decided not to communicate specific matters in our audit report because we have reason to believe that the negative influence of the communication is greater than the positive influence on the public interest.

BAKER TILLY CLOCK & CO.

March 19 , 2021

Notes to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit (or review) such parent company only financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.

-201-

Formosan Rubber Group Inc.

Parent Company Only Balance Sheet

Dec. 31, 2020 and 2019

Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD
Assets Note Dec. 31, 2020 Dec. 31, 2019
Accounting item Amount Amount
Current assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss-current
Financial assets at fair value through other
comprehensive income - current
Notes receivable, net
Accounts receivable, net
Other receivables
Current tax assets
Inventories
Real estate for sale and real estate under
construction
Prepayments
Other financial assets-current
Other current assets-other
Non-current assets
Financial assets at fair value through other
comprehensive income - non-current
Investments accounted for using equity
method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Prepayments for equipment
Refundable deposits
Other financial assets - non-current
Other non-current assets, others
6
7

8
9
9
10
11
12
8
13
14
15
16
27
12
$ 7,325,060 60 $ 7,927,109 61
1,352,167
72,280
2,315,451
40,765
198,669
6,849
9,751
219,446
2,931,616
61,215
115,653
1,198
11
1
19

2


2
24

1
900,150

2,123,296
35,082
92,861
1,044
9,751
257,247
4,305,695
35,667
165,214
1,102
7

17

1


2
33

1
4,931,614 40 5,050,381 39
98,999
1,148,623
848,439
41,242
2,713,577
56,375
170
2,291
20,000
1,898
1
10
7

22




109,791
1,173,434
891,585
46,717
2,763,300
34,090
822
8,322
20,000
2,320
1
9
7
1
21




Total assets $ 12,256,674 100 $ 12,977,490 100

(The attached notes constitute a part of the parent company only financial statements.)

202

Formosan Rubber Group Inc.

Parent Company Only Balance Sheet (Continued)

Dec. 31, 2020 and 2019

Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD Unit: In Thousands of NTD
Liabilities & equity Note Dec. 31, 2020 Dec. 31, 2019
Accounting item Amount Amount
Current liabilities
Short-term borrowings
Short-term notes and bills payable
Contract liabilities
Notes payable
Accounts payable
Other payables
Current tax liabilities
Lease liabilities-current
Other current liabilities
Non-current liabilities
Deferred tax liabilities
Non-current lease liabilities
Net defined benefit liability
Guarantee deposits received
Credit balance of investments accounted for
using equity method
Total liabilities
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Exchange differences on translation of
foreign financial statements
Unrealized gains (losses) on financial assets
measured at fair value through other
comprehensive income
Treasury stocks
Total equity
17
18
1121
15
27
15
19
13
20
20
20
20
20
$ 817,900 7 $ 1,912,550 15
350,000
9,992

197,159
57,581
34,372
136,242
10,472
5,014
17,068
3

2
1

1


860,000
399,548
395,698
87,820
20,144
126,725

5,281
17,334
7
3
3
1

1


256,515 2 258,301 2
173,308
36,674
3,070
43,463
1


1
166,455
41,688
3,688
42,401
4,069
1


1
1,074,415 9 2,170,851 17
3,423,260 28 3,500,000 27
456,341 4 466,463 4
7,245,305 59 6,672,834 51
1,580,683
304,771
5,359,851
13
2
44
1,526,788
358,637
4,787,409
12
2
37
57,353 167,342 1
(26,658)
84,011

(7,448)
174,790

1
11,182,259 91 10,806,639 83
Total liabilities & equity $ 12,256,674 100 $ 12,977,490 100

(The attached notes constitute a part of the parent company only financial statements.)

203

Formosan Rubber Group Inc.

Parent Company Only Comprehensive Income Statement

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Accounting item Note 2020 2019
Amount Amount
Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Operating profit
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Expected credit impairment (loss) gain
Shares of profit (loss) of subsidiaries and
associates
Income before income tax
Income tax (expense) profit
Net income
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurements of defined benefit plans
Unrealized gains (losses) on valuation of
investments in equity instruments
measured at fair value through other
comprehensive income
Shares of other comprehensive (loss) income
of subsidiaries and associates
Income tax benefit related to items that will
not be reclassified subsequently
Items that may be reclassified subsequently to
profit or loss
Exchange differences arising on translation
of foreign operations
Unrealized loss on valuation of investments
in debt instruments measured at fair value
through other comprehensive income
Income tax related to items that may be
reclassified subsequently
Total comprehensive income for the year
Earnings per share (NT dollars)
Basic earnings per share
Diluted earningsper share
21
22
23
24
25
27
19
27
27
28
$ 3,282,315
(2,219,968)
100
(68)
$ 2,701,837
(2,040,089)
100
(76)
1,062,347
(249,763)
32
(8)
661,748
(234,831)
24
(8)
(96,091)
(143,755)
(9,917)
(3)
(5)
(92,754)
(128,980)
(13,097)
(3)
(5)
812,584 24 426,917 16
117,501 4 123,093 4
10,728
120,534
(44,236)
(8,227)
(532)
39,234

4
(1)


1
20,596
123,904
(34,290)
(19,630)

32,513

5
(1)
(1)

1
930,085
(28,369)
28
(1)
550,010
(11,053)
20
901,716 27 538,957 20
(116,478) (3) 184,067 7
(97,049) (3) 177,251 7
468
(54,434)
(41,240)
(1,843)

(2)
(1)
2,542
55,676
119,490
(457)

2
5
(19,429) 6,816
(24,013)
(419)
5,003


(11,050)
19,570
(1,704)


$ 785,238 24 $ 723,024 27
$ 2.62
$ 2.61
$ 1.54
$ 1.54

(The attached notes constitute a part of the parent company only financial statements.)

204

Formosan Rubber Group Inc.

Parent Company Only Statement of Changes in Equity

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Item Capital Capital surplus Retained earnings Other equityinterest Other equityinterest Treasury stocks Total equity
Legal reserve Special reserve Undistributed
earnings
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Balance of Jan. 1,2019 $ 3,700,000 $ 492,836 $ 1,505,207 $ 319,584 $ 4,648,289 $ 1,392 $ (46,003) $ (261,373) $ 10,359,932
Legal reserve appropriated
Cash dividend
Special reserve appropriated
Reversal of special reserve
Net income in 2019
Other comprehensive income for
2019, net of income tax
Total comprehensive income (loss)
in 2019
Purchase of treasury share
Retirement of treasury share
Disposal of financial assets at fair
value through other
comprehensive income - equity
instruments






21,581




44,610
(5,557)
(21,581)
(238,000)
(44,610)
5,557










(238,000)





538,957
2,034

(8,840)

190,873

538,957
184,067
540,991 (8,840) 190,873 723,024

(200,000)

(26,373)





(73,317)
(29,920)




29,920
(38,317)
299,690
(38,317)

Balance of Dec. 31,2019 3,500,000 466,463 1,526,788 358,637 4,787,409 (7,448) 174,790 10,806,639
Legal reserve appropriated
Cash dividend
Reversal of special reserve
Net income in 2020
Other comprehensive income for
2020, net of income tax
Total comprehensive income (loss)
in 2020
Purchase of treasury share
Retirement of treasury share
Disposal of financial assets at fair
value through other
comprehensive income - equity
instruments




53,895



(53,866)
(53,895)
(280,000)
53,866







(280,000)




901,716
(704)

(19,210)

(96,564)

901,716
(116,478)
901,012 (19,210) (96,564) 785,238

(76,740)

(10,122)





(42,756)
(5,785)




5,785
(129,618)
129,618
(129,618)

Balance of Dec. 31,2020 $ 3,423,260 $ 456,341 $ 1,580,683 $ 304,771 $ 5,359,851 $ (26,658) $ 84,011 $ $ 11,182,259

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(The attached notes constitute a part of the parent company only financial statements.)

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Formosan Rubber Group Inc.

Parent Company Only Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD

Unit: In Thousands of NTD
Item From Jan. 1 to
Dec. 31, 2020
From Jan. 1 to
Dec. 31, 2019
Amount Amount
Cash flows from operating activities:
Income before income tax
Adjustments for:
Depreciation expense
Expected credit impairment loss (gain)
Net loss (gain) on financial assets and (liabilities) at fair
value through loss (profit)
Interest expense
Interest income
Dividend income
Share of loss (profit) of subsidiaries and associates
Loss (gain) on disposal of property, plant and equipment
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of investments
Impairment loss on non-financial assets
Unrealized foreign exchange loss (gain)
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Other receivables
Inventories
Real estate for sale and real estate under construction
Prepayments
Other current assets
Contract liabilities
Notes payable
Accounts payable
Other payables
Receipts in advance
Other current liabilities
Net defined benefit liability
Cash generated from operations
$ 930,085
111,880
817
(1,870)
8,227
(10,728)
(110,983)
(39,234)

1,589
(4,069)
3,477
1,907
(5,606)
(106,170)
(4,897)
37,801
1,374,079
(25,548)
(96)
(198,539)
(30,239)
14,228
9,517
292
(558)
(149)
$ 550,010
123,648
(1,556)
(1,240)
19,630
(20,596)
(115,727)
(32,513)
(388)
(696)
29,998
1,494

(4,329)
60,025
9,474
182,075
1,001,097
29,154
96
(61,257)
(35,790)
(24,982)
(19,279)
(464)
(8)
(498)
1,955,213 1,687,378

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Formosan Rubber Group Inc.

Parent Company Only Statement of Cash Flows (Continued)

From Jan. 1 to Dec. 31, 2020 and 2019

Unit: In Thousands of NTD
From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount
Amount
9,903
19,590
110,983
115,727
(8,227)
(20,090)
(30,170)
(47,133)
2,037,702
1,755,472

(340,657)
(109,305)

97,418
34,518

4,500
8,000

(70,410)



17,281

(1,207)
(238,918)
(8,118)
(11,753)

687
6,031
3,062
(10,484)


1,008

828
49,561
469,145
422
422
652
(774)
(272,292)
174,201
(510,000)
(1,160,000)
(389,556)
(320,095)
1,062
(1,960)
(5,281)
(6,182)
(280,000)
(238,000)
(129,618)
(38,317)
(1,313,393)
(1,764,554)
452,017
165,119
900,150
735,031
$ 1,352,167
$ 900,150
Unit: In Thousands of NTD
From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount
Amount
9,903
19,590
110,983
115,727
(8,227)
(20,090)
(30,170)
(47,133)
2,037,702
1,755,472

(340,657)
(109,305)

97,418
34,518

4,500
8,000

(70,410)



17,281

(1,207)
(238,918)
(8,118)
(11,753)

687
6,031
3,062
(10,484)


1,008

828
49,561
469,145
422
422
652
(774)
(272,292)
174,201
(510,000)
(1,160,000)
(389,556)
(320,095)
1,062
(1,960)
(5,281)
(6,182)
(280,000)
(238,000)
(129,618)
(38,317)
(1,313,393)
(1,764,554)
452,017
165,119
900,150
735,031
$ 1,352,167
$ 900,150
Item From Jan. 1 to
Dec. 31,2020
From Jan. 1 to
Dec. 31,2019
Amount Amount
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated by operating activities
Cash flows from investing activities:
Cash paid for acquisition of financial assets at fair value
through other comprehensive income
Proceeds from financial assets at fair value through other
comprehensive income
Return of capital from financial assets at fair value through
other comprehensive income
Cash paid for financial assets at fair value through profit or
loss
Proceeds from financial assets at fair value through profit or
loss
Acquisition of investments accounted for using equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) refundable deposits
Acquisition of investment properties
Proceeds from disposal of investment properties
Decrease in notes and accounts receivable
Decrease in other financial assets
Decrease in other non-current assets
(Increase) decrease in prepayments for equipment
Net cash (used in) generated by investing activities
Cash flows from financing activities:
(Decrease) in short-term borrowings
(Decrease) in short-term notes and bills payable
Increase (decrease) in guarantee deposits received
Payments of lease liabilities
Cash dividends paid
Payments to acquire treasury shares
Net cash (used in) financing activities
Net Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end ofyear
9,903
110,983
(8,227)
(30,170)
19,590
115,727
(20,090)
(47,133)
2,037,702 1,755,472

(340,657)

97,418

4,500

(70,410)



(1,207)
(8,118)

6,031
(10,484)


49,561
422
652
(109,305)
34,518
8,000

17,281
(238,918)
(11,753)
687
3,062

1,008
828
469,145
422
(774)
(272,292) 174,201
(510,000)
(389,556)
1,062
(5,281)
(280,000)
(129,618)
(1,160,000)
(320,095)
(1,960)
(6,182)
(238,000)
(38,317)
(1,313,393) (1,764,554)
452,017
900,150
165,119
735,031
$ 1,352,167 $ 900,150

(The attached notes constitute a part of the parent company only financial statements.)

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Formosan Rubber Group Inc.

Notes to Parent Company Only Financial Statements

From Jan. 1 to Dec. 31, 2020 and 2019

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

1. Company profile

Formosan Rubber Group Inc. (hereafter referred to as the “Company”) was founded in 1963 under the Company Act of the Republic of China. The company produces and markets rubber sheets, plastic sheets, plastic foam sheets and PVC resin sheets, as well as the relevant materials. In order to diversity its operations, the Company started in September 1995 the property development business and the leasing, sale and management operations for its own properties and land. the Company became a listed company on the Taiwan Stock Exchange in March 1992. The parent company only financial statements has the New Taiwan dollars as the Company’s functional currency.

2. Date and procedure approving financial statements

The parent company only financial statements were approved and published by the board of directors on March 19 , 2021.

3. Applicability of newly published and amended standards and interpretations

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

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

from 2020 are as follows:
New Standards, Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition
of material’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate
benchmark reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020

Except for the following,the Company believes that the initial adoption of the abovementioned standards or interpretations would not have a material impact on its accounting policies.

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  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but

not yet adopted by the Company

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

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

The Company believes that the initial adoption of abovementioned standards or interpretations would not have a material impact on its accounting policies.

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

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New Standards, Interpretations and Amendments Effective Date Issued
by IASB
Annual improvements to IFRS Standards 2018 – 2020
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of
assets between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, 'Insurance contracts'
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 1, ‘Definition of accounting estimates’
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a
contract’
January 1, 2022

January 1, 2022
To be determined by
IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022
January 1, 2022

The Company believes that the initial adoption of abovementioned standards or interpretations would not have a material impact on its accounting policies.

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4. Summary of significant accounting policies

(1)Compliance statement

This is the Company’s first set of parent company only financial statements prepared according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and IFRIC as well as interpretation announcements approved by the FSC.

(2) Preparation bases

Other than the financial assets measured at the fair value and the pension liability recognized with the net value (assets less the present value of the liabilities due to defined benefits), the parent company only financial statements are based on historical costs, usually the fair value paid for the acquisition of assets.

The subsidiaries, associates are incorporated in the parent company only financial statements under the equity method. To make net profit for the year, other comprehensive income and equity in the parent company only financial statements equal to those attributed to owners of the Company on parent company only financial statements, the effect of the differences between basis of parent company only and basis of consolidation are adjusted in the investments accounted for using equity method, the related share of the profit or loss, the related share of other comprehensive income of subsidiaries and associates and related equity.

(3) Foreign Currency

The individual financial statements for the parent company only entities are prepared and presented in the functional currency for these entities (i.e. the currency used in the economy they operate in). The functional currency and the presentation currency of the Company’s Parent company only financial statements is NT Dollars. All the financial performances and statuses are converted into the NT dollars for the preparation of the parent company only financial statements.

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Any transactions not in the functional currency shall be converted and recognized according to the exchange rate on the transaction dates in the preparation of the individual financial statements for the parent company only entities. The monetary items in foreign currencies shall be recalculated according to the spot exchange rate on the end-of-the-period date. Any difference resultant from exchange rates shall be recognized as profits or losses during the period. The non-monetary items in foreign currencies measured with the fair value shall be recalculated according to the exchange rate on the date of fair value determination. Any different resultant from exchange rates shall be recognized as profits or losses during the period. However, any difference as a result of changes in the fair value shall be recognized as other comprehensive incomes or losses. The non-monetary items in foreign currencies measured by historical costs shall not be recalculated.

For the purpose of presenting parent company only financial statements, the functional currencies of the group entities are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and 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.

On the disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Corporation losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

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(4) Standards to classify current and non-current assets and liabilities

The basis for current and non-current assets and liabilities for the real estate development business is based on the operating cycle. All the other items following the principles below:

Current assets are the assets held for trading purposes or expected to be realized or exhausted within one year. Any assets not classified as current are noncurrent assets. Current liabilities are the liabilities held for trading purposes or expected to be repaid within one year. Any liabilities not classified as current are non-current liabilities.

(5) Cash equivalents

Cash equivalents can be converted into a fixed amount of cash at any time. They are short-term, highly liquid investments with minimum changes in value. Bank overdrafts, a credit facility that can be immediately repaid, are part of the Company’s cash management. They are reported under cash and cash equivalents in the statement of cash flows, and as an item in short term loans in current liabilities on the balance sheet.

(6) Inventory and real estate for sale and real estate under construction

Inventories include raw materials, supplies, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-byitem basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances, less estimated costs to complete and estimated costs to sell. The cost of inventories is calculated using the weighted-average method.

If a house is exchanged for land under a subdivision contract and is classified as land for sale, no gain or loss is recognized on the exchange and revenue is not recognized until the land is sold to the buyer.

(7) Investments accounted for under equity method

Investments accounted for using the equity method is investments in subsidiaries and associates.

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A. A subsidiary is an 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 profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.

The acquisition cost exceeding the amount of the share of the fair value of the subsidiary’s recognizable assets and liabilities received by the Company on its acquisition day is listed as goodwill. Such goodwill includes the investment’s book value which cannot be amortized. The amount exceeding the share of the fair value of the subsidiary’s recognizable assets and liabilities received by the Company on its acquisition day is listed as the current income.

When losing the control of its subsidiary, the Company measures its residual investment in the aforesaid subsidiary according to the fair value at the day that the Company loses its control of the subsidiary. The difference between the residual investment’s fair value as well as any disposal amount and the investment book value at the day that the Company loses its control is listed as the current profit or loss. In addition, the accounting treatment of all the amounts related to the subsidiary in question and recognized in the comprehensive income is same as the basis required to be complied with in the Company’s direct handling of related assets or liabilities.

When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with the subsidiaries are recognized in the Company’s parent company only financial statements only to the extent of interests in the subsidiaries that are not owned by the Company.

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B. Investments in associates are reported.

Associates are the companies over which the Company has significant influence. Associates are not entitles of subsidiaries.

The investment in associates shall be recognized as costs under the equity method. After the asset acquisition, the book value shall change in line with the Company’s share of profits and losses, other comprehensive income and profit distributions. Meanwhile, the recognized equity value of the associates also changes in line with any increase or decrease in the Company’s shares.

If the Company does not subscribe to the new shares of associates on a prorata basis according to existing holdings, and any increase or decrease is incurred to the percentage of the Company’s holdings and hence net equity value of the investment, the adjustment shall be reflected with the change in capital surplus and according to the equity method. If the Company has not subscribed or acquired to new shares on a pro-rata basis and seen a reduction in its stake in the associates, the amounts recognized in other comprehensive income and the reclassification as a result of the values for the associates concerned should have the same basis for accounting treatment as if the assets or the liabilities of the associates were directly disposed. Any debit should be made from the capital surplus. However, if the capital surplus is insufficient for debits incurred by investments under the equity method, the debit may be drawn from retained earnings.

The residual investment of the previous associates should be measured with the fair value on the date of loss of significant influence. The delta between the sum of the fair value of the residual investment and the disposal amounts and the book value of the investment on the date of loss of significant control shall be recognized in the income statement during the period. Meanwhile, the values recognized in relation to the associates concerned in other comprehensive income shall have the same accounting basis as if the assets or the liabilities of the associates were directly disposed.

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Only the profits and losses resultant from upstream, downstream and lateral transactions with associates not relevant to the Company’s stake in the associates can be recognized in the parent company only financial statements.

(8) Property, plant and equipment

The property, plant and equipment are listed in accordance with cost less depreciation and accumulated impairment. Cost shall include the incremental cost able to be directly attributed to acquisition or asset implementation.

Straight-line method is applied to depreciation, by indicating the amount of an asset within the durable service life offset its cost and less its residual value. All the major components of the non-current assets shall be depreciated on a standalone basis. Depreciation is accrued in accordance with the following durable service years: building, 3-55 years; machinery equipment, 3-26 years; transportation and other equipments, 3-24 years.

Estimated durable service life, residual value and depreciation method shall be reviewed at the end of the reporting period; prospective application shall be made for any impact on estimation change.

The profit or loss incurred during disposition or obsolescence of property, plant and equipment shall be recognized in the income statement with the differential amount between the disposition price and asset book account.

(9) Investment property

Only if investment properties is attempted for earning rental or capital appreciation or both may it be classified as the investment properties. The investment properties shall be measured according to its original cost, including related transaction cost, and related interest capitalization shall be made during the construction period. Cost model shall be applied to follow-up measurement, to be measured by cost less the amounts of accumulated depreciation and accumulated impairment.

In case straight-line method is applied to depreciation and building depreciation

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accrued by 23-50 years.

Estimated durable service life, residual value and depreciation method shall be reviewed at the end of the reporting period; prospective application shall be made for any impact on estimation change.

The profit or loss incurred during disposition or obsolescence of property, plant and equipment shall be recognized in the income statement with the differential amount between the disposition price and asset book account.

(10) Lease

A. The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

When a lease includes both land and building elements, the Company assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Company. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

B. The Company as lessee

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The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and lowvalue asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets. Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the rightof-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the rightof-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the parent company only balance sheets.

(11) Impairment of non-financial assets

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The Company shall review the book amounts of tangible assets and intangible financial assets at the end of the reporting period to decide whether there is any impairment with such assets. In case it shows any impairment situation, the estimated recoverable amount of assets shall decide the recognized loss amount. In case there is no way of estimating the recoverable amount of an individual asset, the Company shall estimate the recoverable amount of the cashgenerating unit of the said asset. In case it can be amortized according to a reasonable and conforming basis, shared assets shall also be amortized to an individual cash product sector. Otherwise it shall be amortized to the minimal cash-generating unit group according to a reasonable and conforming basis. The recoverable amount shall be fair value less sales cost and its use value whichever is higher.

In case the recoverable amount of an asset or cash-generating unit is anticipated to be lower than the book amount, the book amount of the said asset or cashgenerating unit shall be adjusted and decreased to its recoverable amount; any impairment loss shall be immediately recognized to the current profit and loss. When any impairment loss reverses in a subsequent period, the book amount of asset or cash-generating unit shall be adjusted and increased to the estimated recoverable amount after revision, provided the book amount after increase shall be limited to the reasonable book amount under the situation when the said asset or cash-generating unit did not recognize an impairment loss in the past years (except for goodwill). The reversed impairment loss shall be immediately recognized to the current profit and loss.

(12) Employee benefits cost

The short-term employee benefits obligation is measured with the basis without discount, and shall be recognized as expenses when providing the related service. Concerning the anticipated payable amount concerning short-term cash bonus or a bonus sharing plan, if it is a current legal or prescribed obligation to be borne by a company due to the past service provided by employees, and the said obligation can be estimated in a reliable manner, such amount shall be listed as liability.

When an expense belongs to defined contribution plans, during the service period provided by employees, it is required to recognize the pension amount

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contributable as the current expense.

The cost of defined benefits (including service costs, net interests and remeasurements) shall be calculated according to the projected unit credit method. Service costs and net interests of the defined benefits liabilities shall be recognized as employee benefits expenses when incurred, or when the defined benefit plans is modified, shortened or repaid. The re-measurement shall be recognized as other comprehensive income and the retained earnings. There is not reclassification into profits and losses during subsequent periods.

Net defined benefit liabilities refer to the shortfall appropriation of the defined benefit retirement plan, whereas net defined benefit assets shall not exceed the plan’s refunded amount or may reduce the present value of the future appropriation amount.

(13) Financial Instrument

Financial assets and financial liabilities shall be recognized when the Company becomes a party of the said financial instrument clause.

Upon the original recognition of financial assets and financial liabilities, they shall be measured according to fair values. Upon the original recognition, concerning the acquired or distributed transaction cost directly attributable to financial assets and financial liabilities (except for the financial assets and financial liabilities classified as measurement according to fair value of profit and loss), it shall be increased or decreased from the fair values of the said financial assets or financial liabilities. The transaction costs of financial assets and financial liabilities directly attributable to the ones measured according to fair values through profit and loss shall be immediately recognized as profit and loss.

A. Financial assets

The convention trading of financial assets is recognized and removed by trading day accounting.

a. Type of measurement

Financial assets are classified into the following categories: financial

-220-

assets at FVTPL, financial assets at amortized cost, investment in debt instruments measured at FVTOCI, and investments in equity instruments at FVTOCI.

  • B) Financial asset at FVTPL

Financial assets measured at fair value through profit or loss are financial assets mandatorily measured at fair value through profit or loss and financial assets at fair value through profit or loss, designated as upon initial recognition. Financial assets mandatorily measured at fair value through profit or loss include investments in equity instruments that are not designated by the Company to be measured at fair value through other comprehensive income and investments in debt instruments that fail to meet the criteria as to be measured at amortized cost or at fair value through other comprehensive income.

Financial assets measured at fair value through profit or loss are measured at fair value. The dividends and interests generated are recognized in other income and interest income, respectively, and any gain or loss arising from remeasurement is recognized in other gains and losses.

  • B) Measured at amortized cost

When a company after merger simultaneously meets the following two conditions in its investment in financial assets, the financial assets are classified as the ones carried at cost after amortization:

  • a) The financial assets are held under a specific operation mode, in which the purpose of the mode is to hold the financial assets in order to collect contract cash flows.

  • b) The cash flow generated on a specific date due to contract clauses is completely for the payment of the principal and the interest accrued from the outstanding principal amount.

Subsequent to initial recognition, financial assets measured at amortized cost are measured at amortized cost, which equals to

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carrying amount determined by the effective interest method less any impairment loss. Foreign exchange gains and losses are recognized in profit or loss.

Except for the two conditions below, the interest income is calculated by multiplying the effective interest rate by the total book value of the financial assets:

  • a) The interest income of the purchased or originated credit-impaired financial assets is calculated by multiplying the credit-adjusted effective interest rate by the cost of amortized financial assets.

  • b) The interest income of the financial assets which are not purchased or originated credit-impairment but subsequently become creditimpaired financial assets is calculated by multiplying the effective interest rate by the cost of amortized financial assets.

  • C) Investment in debt instruments measured at FVTOCI

Debt instruments that meet the following two conditions are classified as financial assets at fair value through other comprehensive income:

  • a) The debt instruments are held within a business model whose objective is to collect the contractual cash flows and to sell the financial assets; and

  • b) The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Investments in debt instruments at fair value through other comprehensive income are measured at fair value. Changes in the carrying amount of investments in debt instruments at fair value through other comprehensive income, such as interest revenue calculated using the effective interest method, gain (loss) on foreign exchange and impairment loss or gain on reversal, are recognized in profit or loss. Other changes in the carrying amount of such instruments are recognized in other comprehensive income and will be reclassified to profit or loss when such instruments are disposed of.

D) Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable

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election to

designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent considerati on recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

B. Impairment of financial assets

At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable) investments in debt instruments at fair value through other

comprehensive income, lease payments receivable due, and contract assets based on their expected credit losses on each balance sheet date.

The loss allowance for accounts receivable and lease payments receivable due is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

The expected credit loss is calculated according to the average weighted credit loss in which the risk rated ratio of default occurrence is used in

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calculation. The 12-month expected credit loss represents the credit loss expected to occur to the financial instruments within 12 months after their reporting day due to possible default. The expected credit loss in the duration period refers to the credit loss expected to occur to the financial instruments in the expected duration period due to possible default.

The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at fair value through other comprehensive income, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial assets.

(14) Income recognition

After identifying the performance obligations of contracts with the customers, the Company allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are met.

(15) Borrowing costs

The cost of borrowing for the funds directly used to acquire, construct or produce the assets (which will reach the status ready for use or available for sale after a long period of time) can be treated as part of the asset costs, until the completion of almost all the necessary activities to get the assets ready for use or available for sale.

Other than the above, all the borrowing costs shall be recognized in the income statement during the current period.

(16) Income tax

Income tax expenses include income taxes during the period and deferred income taxes, and should be recognized as income taxes in the profit and loss income, except for the income taxes during the period and deferred income taxes recognized as other comprehensive incomes or directly as an equity item. A. Current tax

The current income tax is based on the taxed income of the said year.

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Since partial income and expense is taxable item or deductible of other years, or not attributing to taxable or deductible item in accordance with related tax laws, it causes the taxable income to differ from the reported net profit in the parent company only income statement. The related liabilities of the current income tax are calculated by the legislated or substantially legislated tax rate at the end of the reporting period. It is estimated by the income tax of the previous year, serving as the adjustment of the current income tax.

According to the provisions of Income Tax Law, The unallocated earnings of the Company adding 10% profit-seeking enterprise income tax shall be recognized as the current expense in the allocated earning year resolved in the shareholders’ meeting

B. Deferred tax

Deferred income tax is recognized by the temporary differential calculation generated from the taxation basis of book amounts of the recorded assets and liabilities and income through taxation calculation. Deferred income tax liabilities in general are recognized by the temporary differences of all future taxes payable. Deferred income tax assets are recognized by all likely future taxes less the deductible temporary difference in use.

Deferred income tax assets and deferred income tax liabilities may only be mutually offset when concurrently conforming to the following conditions: (1) a company has legal execution right to mutually offset the current income tax assets and income tax liabilities; and (2) deferred income tax assets and deferred income tax liabilities are levied by the same taxation authority towards the same tax payment major entity, or levied towards different tax payment corporate entities, yet each major entity attempts to, at each future period of the deferred income tax liabilities or assets pay-off or recovery of the major amount, pay off the current income tax liabilities and assets on net-amount basis, or concurrently realize assets and pay off liabilities.

The temporary differences in tax payables related to invested subsidiary company and associates are all recognized as deferred income tax liabilities,

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provided if the Company can control the time point of temporary difference reverse, and the said temporary differences may very likely not be reversed in the foreseeable future are excluded. The deferred income tax assets generated from the related deductible temporary differences to this kind of investment and equity can only be recognized in the gains very likely with sufficient taxable income used to realize the temporary differences, and be within the scope of reverse within the anticipated future.

The book amounts of deferred income tax assets shall be reviewed at the end of the reporting period, and adjust and decrease the book amounts for all or partial assets without sufficiently taxable income to serve it to recover. Concerning the ones originally not recognized deferred income tax assets, they shall also be reviewed at the end of the reporting period, and adjust and increase the book amounts for all or partial assets very likely to generate taxable income to serve it to recover.

The deferred income tax assets and liabilities are measured by expected liabilities pay-off or assets in realizing the current tax rate, while the said tax rate shall be based on the legislated or already substantially legislated tax rate at the end of the reporting period. The measurement of deferred income tax liabilities and assets shall reflect the tax consequences of a company generated in expected recovery or pay-off of the book amounts of its assets and liabilities at the end of the reporting period.

(17) Treasury stocks

The recovered issued stock shall be recognized as treasury stocks I accordance with the paid cost upon buy-back. In case the disposition price in disposing treasury stocks is higher than the book value, its difference shall be listed as capital surplus – treasury stocks trade; in case the disposition price in disposing treasury stocks is lower than the book value, its difference shall be offset the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks; in case of any deficit, it shall be debited to keep the surplus. Weighted average shall be applied to the book value of treasury stocks and be separately calculated in accordance with the recovery reasons.

Upon cancellation of treasury stocks, it shall be debited to keep the capital surplus – stock issue premium and share capital; in case its book value is higher

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than the total sum of par value and stock issue premium, its difference shall offset the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks; in case of any deficit, it shall be debited to offset retained earnings; in case the book value of treasury stocks is lower than the total amount of par value and stock issue premium, it shall be credited as the capital surplus generated from the trade of the treasury stocks of the same category of treasury stocks.

5. Citical Accounting Judgements, And Key Sources Of Estimation And Uncertainty

The Company upon applying the accounting policy stated in Note 4 provides related judgments, estimations and assumptions for the information acquired from other resources which are based on historical experience and other factors deemed crucial. The actual result may differ from what is estimated.

The Company shall be continuously reviewing estimations and basic assumptions. In case the revision of estimations would influence the current period, then the current recognition shall be revised in accounting estimations. In case the revision of accounting estimations would concurrently influence the current period and future period, then the estimations revision shall be recognized in both the current period and future period.

The following shows the information related to major assumptions made in the future, and other major sources of uncertainty at the end of the financial reporting period; the said assumptions and estimations have risks of causing book amounts of assets and liabilities to incur major adjustments in the following fiscal year.

(1) Evaluation of inventory and real estate for sale

Since inventory and real estate for sale shall be priced by cost and net cash realizable value whichever is lower, therefore the Company shall use judgments and estimations to determine the net cash realizable value at the end of the financial reporting period.

Since industry rapidly changes, the inventory and real estate for sale of the Company at the end of the financial reporting period due to the amounts of

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normal wear and tear, obsolescence, or without market selling price, offsets its cost to decrease to its net cash realizable value. The evaluation of this inventory and real estate for sale mainly based on the product demand in the future specific period as estimation basis; therefore, it may generate major changes.

  • (2) Impairment evaluation of tangible assets and intangible assets (except for goodwill)

During the asset impairment evaluation process, the Company shall rely on subjective judgments and, with basis on asset use mode and rubber, real estate industry characteristics, determine parent company only cash flow asset durable years and future likely generated revenues and expenses of specific asset groups; any change in estimations from changes in economic status or corporate policies may likely cause major impairment in the future.

6. Cash and cash equivalents

Cash and cash equivalents
Cash and petty cash
Cash in bank
Cash equivalent
Time deposits with maturity
Commercial paper
Total
Dec. 31, 2020
$ 516
751,326

600,325
$ 1,352,167
Dec. 31, 2019
$ 579
375,265
300,300
224,006
$ 900,150

7.Financial assets at fair value through profit or loss-current

Dec. 31, 2020 Current financial assets at fair value through profit or loss, designated as upon initial recognition Fund $ 72,280 Financial assets at fair value through other comprehensive income Dec. 31, 2020 Dec. 31, 2019 Equity instruments

8.Financial assets at fair value through other comprehensive income

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Stock of domestic listed (OTC)
companies
Stock of foreign listed (OTC)
companies
Stock of emerging companies
Stock not classified to listed (OTC)
and emerging companies
Debt instruments
Financial bond
Plus (Less): adjustment of financial
assets for transaction
Total
Current
Non-current
$ 2,156,841
15,395
7,860
171,453
65,412
(2,511)
$ 2,414,450
$ 2,315,451
$ 98,999
$ 2,004,030

7,860
174,107

47,090
$ 2,233,087
$ 2,123,296
$ 109,791
  • (1) The Company has signed a loan business trust contract with Chinatrust Commercial Bank, Co., Ltd. on July 1, 2010, by delivering the trust of partial listed (OTC) companies stocks to Chinatrust Commercial Bank, Co., Ltd. for management, use, while the beneficiary of the trust revenue was the Company, with the contract period ending on July 13, 2019.

  • (2) The Company signed a loan business trust contract with MasterLink Securities Corporation on June 5, 2015, delivering the trust of partial listed (OTC) companies stocks to MasterLink Securities Corporation for management, use, while the beneficiary of the trust revenue was the Company, with the contract period ending till an initiative termination of the trustor. Up to December 31, 2020, the book amount of stock delivered for trust is NT$436,880thousand.

  • (3) The Company signed a securities lending agreement with SinoPac Securities Corporation on April 10, 2020. Dividends and bonuses, being generated during the loan period should be repaid to the company. According to the agreement, when there is no loan transaction for more than three consecutive years, the agreement would be terminated. Up to December 31, 2020, the book amount of lending stock is NT$578,949 thousand.

  • (4) Credit risk management for investments in debt instruments

Investments in debt instruments were classified as at FVTOCI

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Gross carrying amount
Less: Allowance for impairment loss
Amortized cost
Adjustment to fair value
Total
Dec. 31, 2020
$ 65,412
(532)
64,880
(951)
$ 63,929

The company only invests in debt instruments that have low credit risk for the purpose of impairment assessment.The Company continuously tracks information to monitor changes in the credit risk of the debt instruments that it invests in, and also reviews other information such as material information about the debtor to assess whether there is a significant increase in credit risk since the investment was recognized.

The Company considers the historical default rates of each credit rating supplied by external rating agencies to estimate 12-month or lifetime expected credit losses.

The book amounts of investments in each credit level debt instrument and the applicable expected credit loss rates are as follows:

Dec. 31, 2020

Dec. 31, 2020
Credit Rating
Performing
Expected credit loss rate
0.124.8

Through other
comprehensive income
measured at fair value of
book amount
$ 65,412

The allowance for impairment loss of investments in debt instruments at FVTOCI is as follows:

FVTOCI is as follows:
Balance, beginning of year
New purchase in this period
Balance, end of year
Notes and accounts receivable ,net
Notes receivable
For the Year Ended
December 31, 2020
$
532
$ 532
Dec. 31, 2020
Dec. 31, 2019
$ 41,043
$ 35,437
$ 35,437

9. Notes and accounts receivable ,net

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Allowance for doubtful accounts
Net amount
Accounts receivable
Allowance for doubtful accounts
Net amount
(278)
$ 40,765
Dec. 31, 2020
$ 201,203
(2,534)
$ 198,669
(355)
$ 35,082
Dec. 31, 2019
$ 97,429
(4,568)
$ 92,861

(1) The crediting period of the Company to a customer in principle shall be 30 days after the invoice date, while partial customers are credit time 30 days to 90 days. In addition to the actual credit impairment of individual customers, the Company makes reference to historical experience, considers the financial situation of individual customers and the industry, competitive advantage and prospects, and differentiates customers into different risk groups and incorporates forward-looking information. The expected loss rate of the Company recognizes the allowance loss.

(2)Aging analysis of accounts receivable of the Company is stated as follows:

Dec. 31, 2020

Dec. 31, 2020
Non past due
Past due less than 90 days
Past due 91-180 days
Past due 181-365 days
More than 366 days past due
Non past due
Past due less than 90 days
Past due 91-180 days
Past due 181-365 days
More than 366 days past due
Carrying amount
of accounts
receivable
Expected credit
loss rate
Loss allowance for
lifetime expected
credit losses
$ 222,822
16,642
2,295
195
292
12
25
1020
50
100
Dec. 31, 2019
$ 1,875
389
158
98
292
$ 242,246 $ 2,812
Carrying amount
of accounts
receivable
Expected credit
loss rate
Loss allowance for
lifetime expected
credit losses
$ 120,905
9,040
83
283
2,555
12
25
1020
50
100
$ 2,006
204
16
142
2,555
$ 132,866 $ 4,923

(3) Movements of the loss allowance of notes and accounts receivable were as

follow:

2020

2019

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Balance, beginning of year
$ 4,923
Expected credit impairment loss
(gain)
285
Amount written off
(2,396)
Balance, end of year
$ 2,812
10.Inventories
Dec. 31, 2020
Raw materials
$ 90,340
Work-in-process
19,727
Finished goods
109,379
Total
$ 219,446
Thecost of sales related to inventory is as follows:
2020
Cost of inventories sold
$ 684,142
Unamortized fixed manufacturing costs
10,756
Provision for (Reversal of) loss on
inventories
(2,268)
Total
$ 692,630
$ 6,479
(1,556)
$ 4,923
Dec. 31, 2019
$ 114,085
21,345
121,817
$ 257,247
2019
$ 871,139
10,617
40,270
$ 922,026

Rreversal of loss on inventories is due to the removal part of the inventory that has been listed for decline in price.

11. Real estate for sale and real estate under construction/Contract liabilities

11. Real estate for sa le and real estate under c le and real estate under c onstruction/Contract liabilities onstruction/Contract liabilities onstruction/Contract liabilities
Bridge Upto Zenith Project at
BanqiaoReal estate for
sale
Modesty HomeProject at
BanqiaoReal estate for
sale
Legend River Project at
XindianReal estate for
sale
Treasure Garden Project
inTaichung CityReal
estate for sale
55 TIMELESS Project in
Taipei CityReal estate
for sale
La Bella Vita Project in
Taichung CityReal
estate for sale
La Bella Vita Project in
Taichung CityReal
estate under construction
Real estate for sale and real
estate under construction
Contract liabilities
Dec. 31,2020 Dec. 31,2019 Dec. 31,2020 Dec. 31,2019
Jan. 1,2019
$ 124,802
14,923
169,027
241,545
1,218,354
1,162,965
$ 225,599

14,923

227,243

241,545

1,635,694


1,960,691
$



162,233
34,926
$ 47,251



123,136

225,311
$



296,810

160,145
$ 2,931,616 $ 4,305,695 $ 197,159 $ 395,698 $ 456,955

(1) The situation of already providing to serve as loan guarantees from financial

industries in detail is shown in Note 33.

(2) The detail of Information on interest capitalization refers to Note 25.

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12. Other financial assets

Other financial assets
Pledged time deposits
Pre-sale housing project trust funds
Time deposits with maturity over three
months
Total
Current
Non-current
Interest rate range %
Dec. 31, 2020
$ 20,000

115,653
$ 135,653
$ 115,653
$ 20,000
0.22.5
Dec. 31, 2019
$ 20,000
165,214
$ 185,214
$ 165,214
$ 20,000
0.251.12

The pledged time deposit serves as guaranty for logistics business and it is shown in Note 33.

13. Investments accounted for using equity method

Investments in subsidiaries
Investments in associates
Total
Dec. 31, 2020
$ 1,046,657

101,966
$ 1,148,623
Dec. 31, 2019
$ 1,095,870
77,564
$ 1,173,434

(1) The investment of subsidiaries is listed as follows:

Name of Investee
Book value The percentage of ownership
interest and voting right directly
held bythe Company
The percentage of ownership
interest and voting right directly
held bythe Company
Dec. 31, 2020 Dec. 31, 2019
$ 647,674
(4,069)
448,196

1,091,801
4,069
$ 1,095,870
Dec. 31, 2020 Dec. 31, 2019
Unlisted (OTC) companies
Ban Chien Development
Co., Ltd. (Taiwan)
Da-Guan Recreation
Company (Taiwan)
FRG US Corp. (San
Francisco)
KINGSHALE INDUSTRIAL
LIMITED (Hong Kong)
Subtotal
Add :Credit balance of
investments accounted for
using equity method transfer
to other liabilities
Total
$ 622,046

424,611
100.00

100.00
99.99
100.00
80.00
100.00
99.99
1,046,657
$ 1,046,657

A. The Company invests in the development project of 950 Market Street in

San Francisco, USA with Continental Construction Group, the

establishment of FRG US Corp. was approved by the board of directors in

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2017, with an investment limit of USD 20,000 thousand. Its main

businesses are real estate investment, development and rental and sales of premises.

As of December 31, 2020 and 2019, FRG has remitted Investment fund of NT$461,349 thousand (USD15,052 thousand) and NT$460,142 thousand (USD15,012 thousand) respectively.

B. Da-Guan Recreation Company has passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020.

(2) The investment of associates is listed as follows:

Name of Investee
Book value The percentage of ownership
interest and voting right directly
held by the Company
The percentage of ownership
interest and voting right directly
held by the Company
Dec. 31, 2020 Dec. 31, 2019
$ 38,843
32,009
6,712
$ 77,564
Dec. 31, 2020 Dec. 31, 2019
Unlisted (OTC) companies
Formosan Construction
Corp. (Taiwan)
Fenghe Development
Co., Ltd. (Taiwan)
Rueifu Development Co.,
Ltd. (Taiwan)
Total
$ 62,048
31,655
8,263
26.20
39.90
48.26
26.20
39.90
48.26
$ 101,966

(3) Information about associates that are not individually material was as follows

The Company’s share of:
Net profit (loss) from continuing
operations for the year
Other comprehensive income
Total comprehensive profit (loss)
2020

$ 3,082

21,320
$ 24,402
2019
$ 7,276
10,074
$ 17,350

(4) The investment gains and losses and other comprehensive income for the subsidiaries and associates under the equity method have been recognized according to their audited financials.

  1. Property, plant and equipment
Item For the Year Ended December 31,2020
Balance,
Beginning of
Year
Additions
Disposals
Reclassificatio
n
Balance, End
of Year

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Cost
Land
$ 444,026
Building
696,889
Machinery equipment
966,896
Transportation equipment
19,220
Other equipment
232,306
Total
2,359,337
Accumulated depreciation & impairment
Building
463,554
Machinery equipment
818,616
Transportation equipment
18,599
Other equipment
166,983
Total
1,467,752
Net
$ 891,585
Item
Balance,
Beginning of
Year
Cost
Land
$ 444,026
Building
696,889
Machinery equipment
1,045,781
Transportation equipment
22,317
Other equipment
226,097
Total
2,435,110
Accumulated depreciation & impairment
Building
446,727
Machinery equipment
875,684
Transportation equipment
21,004
Other equipment
149,491
Total
1,492,906
Net
$ 942,204
$ 444,026
696,889
966,896

19,220
232,306
$



3,684

100

4,334
$
(120,524)
(180,207)
(5,461)
(83,754)
$

2,853




$ 444,026
579,218
790,373
13,859
152,886
2,359,337
8,118
(389,946) 2,853 1,980,362

14,092

20,419

214

16,539
(120,524)
(180,207)
(5,461)
(83,754)

2,853




359,975
658,828
13,352
99,768

Building
Machinery equipment
Transportation equipment
Other equipment
Total
Net

Item
1,467,752 $ 51,264 $ (389,946) $ 2,853 1,131,923
$ 891,585 $ 848,439
Balance,
Beginning of
Year
Additions Disposals Reclassificatio
n
Balance, End
of Year
$ 444,026
696,889
1,045,781

22,317
226,097
$



3,001



8,752
$

(81,886)
(3,097)
(2,543)
$





$ 444,026
696,889
966,896
19,220
232,306
2,435,110
11,753
(87,526) 2,359,337

16,827

24,662

549

20,035

(81,730)
(2,954)
(2,543)





463,554
818,616
18,599
166,983

Building
Machinery equipment
Transportation equipment
Other equipment
Total
Net
1,492,906 $ 62,073 $ (87,227) $ 1,467,752
$ 942,204 $ 891,585

(1) The book values of land are adjusted with basis on the government published

land value of 1975, 1979, 1980 and 1981 as well as current governmentdeclared land value of 1992 and 2000; plant buildings and various equipments are re-evaluated in accordance with the commodity price indices in 1973 and 1980. Besides, the original revaluation increments are adjusted in relation to the tax rates of land value increment in compliance with land tax laws in January 2005.

(2) The situation of pledge & guarantee in detail is shown in Note 33.

15. Lease

(1) Right-of-use assets

For the Year Ended December 31, 2020 Balance, Balance, Additions Disposals Beginning End of Year

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Cost
Building

Transportation
equipment
Total
Accumulated
depreciation &
impairment
Building
Transportation
equipment
Total

Net

Cost
Building

Transportation
equipment
Total
Accumulated
depreciation &
impairment
Building
Transportation
equipment
Total

Net
of Year
$ 51,552
1,599
$
$

(1,599)
$ 51,552

53,151 (1,599) 51,552
5,155
1,279
5,155
320

(1,599)
10,310

$ 6,434 $ 5,475 $ (1,599) $ 10,310
$ 46,717 For the Year Ended
December 31,2019
$ 41,242
Balance,
Beginning
of Year
Additions Disposals Balance,
End of Year
$ 51,552
1,599
$
$

$ 51,552
1,599
53,151 53,151

5,155
1,279

5,155
1,279
$ $ 6,434 $
$ 6,434
$ 53,151 $ 46,717

(2) Lease liabilities

For the Year Ended December 31, 2020


Less 1 year

Over 1 years
Total
Future minimum
lease payments
Interest Present value of
minimum lease
payments
$ 5,440

38,077
$ 426

1,403
$ 5,014
36,674
$ 43,517
$ 1,829
$ 41,688

Range of discount rate for lease liabilities were as 1.09 .

For the Year Ended December 31, 2019


Less 1 year
Future minimum
lease payments
Interest Present value of
minimum lease
payments
$ 5,762
$ 481
$ 5,281

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Over 1 years
Total
43,517 1,829
$ 2,310
41,688
$ 49,279 $ 46,969

Range of discount rate for lease liabilities were as 1.09 .

(3) Other lease information

Other lease information
Expenses relating to short-term
leases
Total cash (outflow) for all lease
agreements
2020
$ 136
$ (5,417)
2019
$ 156
$ (6,338)

(4)Please see note 32 for the status of transactions with related parties.

16. Investment property, net

Item For the Year Ended December 31,2020 December 31,2020
Balance,
Beginning
of Year
Additions Disposals Impairment Reclassificati
on
Balance,
End of Year
$ 1,091,843
2,654,296
$ 8,608
1,876
$ (1,589)
$
$
(2,853)
$ 1,098,862
2,653,319
3,746,139 10,484 (1,589) (2,853) 3,752,181
Land
Building
Total
Net

Fair value
224,160
758,679

3,477

(2,853)
227,637
810,967
982,839 $ 55,141 $ $ 3,477 $ (2,853) 1,038,604
$ 2,763,300 $ 2,713,577
$ 4,292,326 $ 4,133,740
Item For the Year Ended December 31,2019 For the Year Ended December 31,2019 For the Year Ended December 31,2019
Balance,
Beginning
of Year
Additions Disposals Impairment Balance,
End of Year
$ 1,092,155
2,654,296
$
$ (312)
$
$ 1,091,843
2,654,296
3,746,451 (312) 3,746,139

55,141

1,494
224,160
758,679

Land
Building
Total
Net

Fair value

222,666
703,538
926,204 $ 55,141 $ $ 1,494 982,839
$ 2,820,247 $ 2,763,300
$ 4,130,385 $ 4,292,326

(1) Details of land:

Details of land:
Oiashui Section, Longtan
Dahu Section, Miaoli
Nankan Section, Taoyuan
Dec. 31, 2020 Dec. 31, 2019
Ping Cost Ping Cost
14,447
230,253
14,696
$ 42,643

473,971

265,779

14,381

230,253

15,395
$ 34,036

473,971

267,367

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Xinban Section, Banqiao
140
Zhuangjing Section,
Xindian
53
Total

311,775
140

4,694
53
$ 1,098,862

311,775

4,694
$ 1,091,843
  • (2) The Company leases the real estate held for investment, with the lease period as January 1, 2008 to December 31, 2028. Provisions for the lessee to adjust the rent based on market rents when exercising the renewal rights. The lessee does not have a preferential purchase right for the real property at the end of the lease term.

The maturity analysis of lease payments receivable under operating leases of investment properties as of was as follows:

leases of investment properties as of was as follows:
Year 1
Year 2
Year 3
Year 4
Year 5
Over 5 years
Total
Dec. 31, 2020
$ 175,120
85,068
65,873
40,924
22,591
24,207
$ 413,783
Dec. 31, 2019
$ 163,617
102,510
54,012
46,623
23,134
37,277
$ 427,173
  • (3) As of December 31, 2020 and December 31, 2019, the book value of the investment properties let out stood at NT$2,409,818 thousand and NT$2,463,083 thousand , respectively. The rent incomes during 2020 and 2019 totaled NT$189,786 thousand and NT$183,400 thousand, respectively.

  • (4) The fair value of investment properties is based on the transaction prices of adjacent assets, the economic environment and changes in the current land values published by the Taiwanese government. The assessment is based on market comparators and discounted cash flows. It is Level 3 fair value according to IFRS.

  • (5) As of December 31, 2020 and 2019, the land at Dahu Section of Miaoli accumulated losses of reduction were NT$227,637 thousand and NT$224,160 thousand respectively.

  • (6) Details of the farm land lots registered in others’ names due to legal

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restrictions:

restrictions:
Oiashui Section, Longtan
Dahu Section, Miaoli
Nankan Section, Taoyuan
Total
Dec. 31, 2020
$ 35,100
94,241
17,631
$ 146,972
Dec. 31, 2019
$ 26,493
94,241
19,219
$ 139,953

For the security measures of the aforementioned pieces of farm land, the Company has already periodically checked relevant land transcripts and dispatched its personnel to conduct investigation at any time in order to keep abreast of the use of the land. Part of the land has been pledged to the Company. Please see note 32 (2) C for the status of transactions with related parties.

  • (7) The situation of already providing to serve as loan guarantees from financial industries in detail is shown in Note 33.

17. Short-term borrowings

Short-term borrowings
Bank unsecured borrowings
Bank secured borrowings - Hua Nan
Bank
Total
Interest rate range %
Dec. 31, 2020
$ 350,000

$ 350,000
0.721.00
Dec. 31, 2019
$ 860,000
$ 860,000
0.911.15

(1) Concerning the residential building at Xitun District, Taichung City constructed jointly by the Company and Continental Engineering Corporation, a credit contract was signed with Huanan Commercial Bank on December 9, 2014, by providing the land of Huiguo Section, Taichung City to serve as guarantee, with total credit amount as NT$950,000 thousand and the borrowing has been totally cleared in advance in November, 2019.

  • (2) The situation of pledge & guarantee in detail is shown in Note 33.

18. Short-term notes and bills payable

Short-term notes and bills payable
Commercial paper payable
Less: Unamortized discount
Dec. 31, 2020
$ 10,000
(8)
Dec. 31, 2019
$ 400,000
(452)

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Net amount
Interest rate range%
$ 9,992
$ 399,548
0.36
0.630.94

The situation of pledge & guarantee in detail is shown in Note 33.

19. Employee pensions

(1) Defined contribution plans

The employee retirement plan established by the Company in accordance with “Labor Pension Act” belongs to a defined contribution plans. Concerning the above, the Company would contribute 6% of the monthly salaries of employees to the exclusive individual accounts of Labor Insurance Bureau. In accordance with the above related regulations, the pension costs recognized as expenses in the parent company only comprehensive income statement in 2020 and January 1 to December 31, 2019 are respectively NT$6,176 thousand and NT$6,364 thousand.

(2) Defined benefit plans

A. The employee retirement plan established by the Company in accordance with “Labor Standard Act” is a defined benefit plans. In accordance with the regulations of the said plan, the employee pensions are calculated by service years and the average wage of six months prior to retirement. For the above, the Company would contribute 2% of the total employee salaries as employee pension fund, to the Supervisory Committee of Workers’ Pension Preparation Fund to be deposited into an exclusive account of Bank of Taiwan. Before the end of year, if it is estimated the balance in the exclusive account is insufficient to pay the estimated labors conforming to retirement conditions in the following year, the Company would contribute the differential amount at once before the end of March in the following year. The retired pension cost amount in parent company only comprehensive income statement listed to expense related to defined benefit plan is as follows:

2020 2019

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Service cost
Net interest cost (income)
List to (profit) loss
Re-measurements
Plan assets returns (excl.
amount that covered in net
interest income)
Actuarial profit (loss)-Change
of the demographic
assumption
Actuarial profit (loss)-Change
of the financial assumption
Actuarial profit (loss)-
Adjustment with experience
Listed to other comprehensive
income
$

27
$ 27

81
1
(268)

654
$ 468
$ 64
66
$ 130
156
2

(192)
2,576
$ 2,542

The details of the various costs and expenses recognized in profit or loss are

as follows:

as follows:
Operating costs
Operating expenses
Total
2020
$ 27

2019
$ 130
$ 27
$ 130

The amount listed in the parent company only balance sheet for the

obligation occurring from the defined benefit plan is as follows

Defined benefit obligation
present value
Plan asset fair value
Net defined benefit liability
(assets)
Dec. 31, 2020
$ 5,866

(2,796)
$ 3,070
Dec. 31, 2019
$ 6,206

(2,518)
$ 3,688

The changed of defined benefit obligation present value of this Company is as follows:

as follows:
Beginning defined benefit
obligation
Service cost current period
Interest expense
2020
$ 6,206


47
2019
$ 10,248
64
102

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Benefits paid from plan assets

Re-measurements
Actuarial (profit) loss- Change
of
the
demographic
assumption
(1)
Actuarial (profit) loss- Change
of the financial assumption
268
Actuarial (profit) loss-
Adjustment with experience
(654)
Ending defined benefit obligation $ 5,866
(1,822)

(2)
192

(2,576)
$ 6,206

The changed of plan asset fair value of this Company is as follows:

Beginning plan asset fair value
Interest income
Re-measurements
Plan assets returns (excl.
amount that covered in net
interest income)
Contribution by employer
Redemption or curtailments
payment
Ending plan asset fair value
2020
$ 2,518

20
81
177

$ 2,796
2019
$ 3,520
36
156
628
(1,822)
$ 2,518

The assets of defined benefits held by our company are deposited in financial institutions and invested in equity securities in Taiwan and overseas within the percentages and absolute amounts stipulated by the Bank of Taiwan for the discretionary investment of the funds for specific years. The operation of the funds is under the oversight by the Labor Pension fund Supervisory Committee. The minimum yields on the funds p.a. shall not fall below the two-year time deposit rates offered by local banks. Any insufficiency shall be made up by the national treasury following the approval from competent authorities.

Classification of Fair Values for Planned Assets

2020 2019
Cash and cash equivalents $
2,796
$
2,518
The main assumptions of the Company’s actuarial valuation are as follows:
Dec. 31, 2020 Dec. 31, 2019
Discount rate 0.35 0.75

B. The main assumptions of the Company’s actuarial valuation are as follows:

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Expected increase in future salaries

2.00

==> picture [34 x 11] intentionally omitted <==

The Company is exposed to the following risks due to the pension system stipulated by the Labor Standards Act:

  • a. The impact of the book value of the retirement pensions is as follows for any delta of each 0.25 basis points between the discount rate (or the expected increase in future salaries) and management estimates in 2020 and 2019.

Effect on present value of defined benefit obligation

and 2019. Effect on present value of
defined benefit obligation
sent value of
fit obligation
Dec. 31, 2020
Discount rate
Expected increase in future
salaries
Dec. 31, 2019
Discount rate
Expected increase in future
salaries
Actuarial
assumption
increased 0.25
Actuarial
assumption
decreased 0.25
$ (170) $ 177
$ 173
$ (168)
Effect on present value of
defined benefit obligation
Actuarial
assumption
decreased 0.25
$ 177
$ (168)
Actuarial
assumption
increased 0.25
$ (192)
$ 197
Actuarial
assumption
decreased 0.25
$ 200
$ (190)

Since actuarial assumptions may be mutually related, the possibility of change in an only one assumption is not high. Therefore, the above sensitivity analysis may be unable to reflect the actual change situation of the current value of defined benefits. Besides, in the above sensitivity analysis, the actuary of current value of defined benefits obligations at the end of the reporting period applies projected unit credit method, measured by the same basis of defined benefits liabilities listed in the parent company only balance sheet.

b. The Company expects to contribute the amount of NT$146 thousand to the defined benefit plans within one year after December 31, 2020; the

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weighted average duration of defined benefits obligations is 11 years.

20. Equity

  • (1) Share capital - common stock
Share capital - common stock
Authorized capital
Issued capital
Dec. 31, 2020
$ 6,800,000
$ 3,423,260
Dec. 31, 2019
$ 6,800,000
$ 3,500,000

The face value of the issued ordinary shares is NT$10 per share. Each share has one vote and the right to dividends.

Treasury stocks of NT$76,740 thousand and NT$200,000 thousand were cancelled from January 1 to December 31, 2020 and 2019, respectively.

(2) Capital surplus

Capital surplus
Premium on capital
Conversion premium of corporate
bonds
Gains of disposal of assets
Equity net value change of
associates by equity method
Total
Dec. 31, 2020
$ 727
450,718
1,238
3,658
$ 456,341
Dec. 31, 2019
$ 743
460,824
1,238
3,658
$ 466,463

In accordance with regulations in laws, the capital surplus shall not be used except for covering company losses, but concerning the overage obtained from issued stock over par value (including issuance of common stock above par value, the premium on capital stock of stock issued for merge, corporate bond conversion premium and treasury stocks transaction, etc.) and capital surplus generated from income of receiving gifts. In the absence of accumulated losses, the Company may issue cash dividends or bonus shares to existing shareholders on a pro rata basis. Per the requirements of the Securities and Exchange Act, the appropriation of capital surplus to share capital is limited to 10% of the paid-in capital.

(3) Retained earnings

A.In accordance with the Company’s Articles of Incorporation,any earnings

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during the year should be used to pay all the due taxes and make up the prior losses before distributions as follows:

  • a. Provide 10% legal reserve, but it is not applicable to the case where the legal reserve already attains the total capital amount.

  • b. If necessary, in accordance with regulations of laws, allowance or reversal of special reserve shall be provided.

  • c. The earnings during the year available for distributions, along with the undistributed earnings from previous years, shall be distributed according to the proposal from the board. The distribution to shareholders shall be no less than 5% of the distributable accumulated earnings and shall be approved by the shareholders’ meetings.

The enterprise life cycle of the Company belongs to “maturity period”. However, in order to pursue business sustainable development, respond to the future market demands and consider the future capital expenditure budget of the Company as well as maintenance stable dividend allocation, in which cash dividend shall be no lower than 10% of the total amount of shareholders’ dividend. But in case of fund requirements concerning any major investment plan, major operation change matters and productivity expansion or other major capital expenditures, etc., the board may propose it to be changed to distribution in stock dividend form in whole, and actions may be taken after a report to and consent from the shareholders’ meeting

B. Legal reserve

Per the regulations set forth by the Company Act, the Company shall appropriate 10% of after-tax earnings as the legal reserve, until the amount of legal reserve is equivalent to that of paid-in capital, or use the earnings to reverse prior losses. In the absence of losses, the portion of reserves exceeding 25% of the paid-in capital can be used to issue cash dividends or bonus shares.

C. Special reserve

Dec. 31, 2020 Dec. 31, 2019

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The number of appropriation
arising from the first
adoption of IFRSs
Decrease in other equity items
Total
$ 304,771

$ 304,771
$ 314,027
44,610
$ 358,637

Official Letter “Securities Issue” No. 1010012865 and No. 1010047490 released by the Financial Supervisory Commission and the IFRS standards provide answers to the questions regarding the appropriation, utilization and reversal of special reserve. If there is any reversal of the reduction of shareholders’ equity, the reserved portion may be used for earnings distributions.

  • D. The Company’s earnings distributions for 2019 and 2018 were approved by

the annual general meetings on June 12, 2020 and June 5, 2019, respectively, as proposed by the board. However, the payout ratio has changed due to the cancelation of 7,674 thousand and 20,000 thousand treasury stocks, respectively. The cash dividend per share for 2019 and 2018 was NT$0.8 and NT$0.68 , respectively.

Legal reserve
Cash dividend
Total
2019 2019 2018 2018
Amount Dividend
per share
(TWD)
Amount Dividend
per share
(TWD)
$ 53,895
280,000

$ 0.8
$ 21,581
238,000
$ 0.68
$ 333,895 $ 259,581
  • E. The status for the board of the Company proposed to approve the 2020

earnings allocation proposal on March 19, 2021 is as follows:

2020

Legal reserve
Cash dividend
Total
Amount

$ 86,173
513,489

$ 599,622
Dividend per share
(TWD)
$ 1.5

The Company’s earnings distribution for 2020 is still pending for the approval from the annual general meeting in 2021.

  • (4) Other equity interest-

Exchange Unrealized gains Total differences on (losses) from

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translation of
foreign financial
statements
financial assets
measured at fair
value through other
comprehensive
income
Balance on Jan. 1, 2020
$ (7,448)
$ 174,790
Exchange differences on
translation of foreign financial
statements
(19,210)

Unrealized gains (losses) from
financial assets measured at fair
value through other
comprehensive income

(55,324)
Share of loss (profit) of associates
accounted for using equity
method

(41,240)
Disposal of financial assets at fair
value through other
comprehensive income - equity
instrument

5,785
Balance on Dec. 31, 2020
$ (26,658)
$ 84,011
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Balance on Jan. 1, 2019
$ 1,392
$ (46,003)
Exchange differences on
translation of foreign financial
statements
(8,840)

Unrealized gains (losses) from
financial assets measured at fair
value through other
comprehensive income

71,383
Share of loss (profit) of associates
accounted for using equity
method

119,490
Disposal of financial assets at fair
value through other
comprehensive income - equity
instrument

29,920
Balance on Dec. 31, 2019
$ (7,448)
$ 174,790
(5) Treasury stocks
Number of shares
(thousand shares)
Balance on Jan. 1, 2019
17,548
$ Acquired in this period
2,452
Cancellation in this period
(20,000)
Balance of Dec. 31, 2019

Acquired in this period
7,674
Cancellation in this period
(7,674)
Balance of Dec. 31, 2020

$
translation of
foreign financial
statements
translation of
foreign financial
statements
financial assets
measured at fair
value through other
comprehensive
income
financial assets
measured at fair
value through other
comprehensive
income
$ (7,448)
(19,210)




$ 174,790

(55,324)
(41,240)
5,785
$ 167,342
(19,210)
(55,324)
(41,240)
5,785
$ (26,658) $ 84,011 $ 57,353
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Total
$ 1,392
(8,840)




$ (46,003)

71,383
119,490
29,920
$ (44,611)
(8,840)
71,383
119,490
29,920
$ (7,448) $ 174,790 $ 167,342
Number of shares
(thousand shares)
17,548

2,452
(20,000)

7,674
(7,674)

Amount
$
261,373
38,317
(299,690)
129,618
(129,618)
$

A. The Company in accordance with the regulations of Article 28-2 of Securities Exchange Act, in order to maintain company credit and

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shareholders’ equity, purchased back treasury stocks through resolutions of the board.

  • B. The quantity percentage of a company in purchase back outstanding shares in accordance with the regulations of Securities Exchange Act shall not exceed 10% of the total number of shares issued by a company, and the total amount of purchase shares shall not exceed the retained earnings adding the premium of issued shares and the amount of realized capital surplus.

  • C. The treasury stocks held by The Company in accordance with the regulations of Securities Exchange Act shall not be pledged, nor shall it enjoy such rights as dividend allocation and voting right, etc.

21. Operating revenue

Operating revenue
Net sales revenue
Construction revenue
Rental and logistics revenue
Total
2020
$ 844,836
2,206,748
230,731
$ 3,282,315
2019
$ 960,898
1,518,732
222,207
$ 2,701,837

The amount of revenue recognized at the beginning from the contractual liabilities for the period from January 1 to December 31, 2020 and 2019 are respectively NT$384,715 thousand and NT$296,810 thousand.

22. Operating costs

Operating costs
Cost of sales
Cost of construction sales
Cost of rental and logistics
Total
Other income
2020
$ 692,630
1,430,062
97,276
$ 2,219,968
2020
2019
$ 922,026
1,026,264
91,799
$ 2,040,089
2019

23. Other income

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24.
25.
Dividend income
Gain on disposal of investments
Other
Total
Other gains and losses
Loss (gain) on disposal of property,
plant and equipment
Loss (gain) on disposal of investment
properties
Loss (gain) on disposal of investments
Foreign currency exchange gain (loss)
Net (gain) loss on financial assets and
liabilities at fair value through profit
or loss
Miscellaneous expense
Impairment loss
Total
Finance costs
Interest of bank loan
Interest of lease liabilities
Less: capitalized interest
Total
Interest rate (%) of capitalized interest
$ 110,983
4,069
5,482
$ 120,534
2020
$
(1,589)

(40,142)
1,870
(898)
(3,477)
$ (44,236)
2020
$ 7,746
481

$ 8,227
$ 115,727

8,177
$ 123,904
2019
$ 388
696
(29,998)
(2,641)
1,240
(2,481)
(1,494)
$ (34,290)
2019
$ 23,026
544
(3,940)
$ 19,630
2.07

26. Extra information on the items with the expense characteristics

The employee benefits, depreciation, depletion and amortization expenses incurred in this period are summarized below:

summarized below:
2020 2019
Operating
costs
Operating
expense
Total
Operating
costs
Operating
expense
Total

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Salary expense
Labor and health
insurance expenses
Pension expense
Board compensation
Other Personnel
expense
Personnel expense
Depreciation expense
$ 90,220

6,568
4,155

3,006
$ 49,354

4,197

2,048
27,495

1,549
$ 139,574

10,765

6,203

27,495

4,555
$ 92,622

7,048

4,440



2,649
$ 46,080

4,179

2,054
22,610

1,255
$ 138,702

11,227

6,494

22,610

3,904
$ 103,949 $ 84,643 $ 188,592 $ 106,759 $ 76,178 $ 182,937
$ 94,302 $ 17,578 $ 111,880 $ 102,837 $ 20,811 $ 123,648

As of December 31, 2020 and 2019, the Company had 196 and 202 employees, respectively. There were 7 non-employee directors and 7 non-employee directors, respectively.

The Company’s average employee benefit expense and the Company’s average salary expense for the year ended December 31, 2020 and 2019 were NT$852 thousand, NT$738 thousand, NT$822 thousand, NT$711 thousand, respectively. The Company’s average salary expense adjustment for the year ended December 31, 2019 increased by 4%.

The Company's salary compensation policy is as follows:

  • (1) Employee Salary: Employee salary mainly includes basic salary (including basic salary and meal allowance), performance bonus, annual salary adjustment for individual performance and year-end bonus. The salary is approved with reference to the market rate of the industry, job category, academic experience, professional knowledge and skills, and professional years of experience, and is better than the average market rate of the industry.

  • (2)The compensation policy of the manager is based on the usual industry standard, and takes into account the reasonableness of the relationship with personal performance, the company's operating performance and future risks.The proposal made by the Salary and Compensation Committee will be implemented after the board of directors has approved it.

  • (3) Personal performance bonus: The bonus is paid according to the company's operational performance and employees' personal performance.

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  • (4)Annual salary adjustment: The Company conducts annual salary adjustment with reference to the overall economic environment, operating profit, employee performance assessment results, and long-term development of the employees, taking into account the salary level of the industry and the overall salary adjustment status of the industry.

Correlation between operating performance and employee compensation:

The Company shall set aside no less than 1% of the Company's annual profit as employee compensation, which shall be distributed in shares or cash as determined by the Board of Directors, and shall be paid to employees of subordinate companies under the conditions set by the Board of Directors; the Company shall set aside no more than 2% of the Company's annual profit as director compensation as determined by the Board of Directors. The remuneration to employees and remuneration to directors shall be reported to the shareholders' meeting. If the Company has an accumulated deficit, the Company shall reserve the amount to cover the deficit in advance, and then allocate the remuneration to employees and directors in accordance with the aforementioned ratio.

The remuneration of directors and other key management personnel is determined by reference to the industry standard, taking into account the reasonableness of the relationship with individual performance, the Company's operating performance and future risks. The proposal made by the Salary and Compensation Committee will be implemented after the board of directors has approved it.

The compensations to employees and the remunerations to directors and supervisors determined by the board on March 19, 2021 for the year 2020 and on March 20, 2020 for the year 2019 are as follows:

Compensations to
employees
Remunerations to
directors and supervisors
2020 2020 2019 2019
Amount
Estimated
proportion
Amount Estimated
proportion
$ 9,491

9,491

1


1
$ 5,613
5,613

1

1

The Company shall allocate from annual profits no less than 1% for compensations to employees and no more than 2% for remunerations to directors

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and supervisors. However, annual profits should be prioritized for the reversal of cumulated losses if any.

The abovementioned compensations to employees may be paid with cash or shares. The employees include the employees of subsidiaries which meet the criteria set by the board. However, the remunerations to directors and supervisors shall be paid in cash only.

Any changes to the published parent company only financial statements shall be treated as changes to accounting estimates and adjusted during the following year. There was no difference between the distributed amount of compensations to employees and remunerations to directors and supervisors for 2019 and the recognized amount on the parent company only financial statements for 2019.

The annual general meeting of the Company on May 10, 2019 approved the distributions of bonuses to employees at NT$2,661 thousand and the remunerations to directors and supervisors at NT$2,661 thousand for 2018. There was no difference between the distributed amount and the recognized amount on the parent company only financial statements for 2018.

Please refer to the details published on TSE Market Observation Post System for the information regarding the decisions by the board and annual general meetings on compensations to employees and remunerations to directors and supervisors.

27. Income tax

  • (1) Income tax recognized in profit & loss

The income tax expense listed as profit & loss is composed of as follows:

Income tax current period:
Occurred in current year
Additionally imposed
undistributed earnings
Paid for land value increment tax
Deferred income tax:
Occurred in current year
Income tax expense listed as profit
& loss
2020
$
(11,367)
(29,274)
(40,641)
12,272
$ (28,369)
2019
$ 1,265

(31,289)
(30,024)
18,971
$ (11,053)

The accounting benefit and income tax expense of current period are adjusted

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as follows:
2020 2019
Income tax calculated according to
the regulated tax rate of before- $
186,017
$ 110,002
tax net income
The effect of tax in reconciliation
items of income tax:
When determining taxable income,
adjustments should be made to (11,896) (10,679)
increase (decrease)
Exemption of domestic securities
transaction income
798 303
Tax-exempt income (174,919) (99,625)
Previous years adjustments (1,266)
Income tax expense (gain) current
period
$
$ (1,265)
(2) Income tax expense recognized in other comprehensive income
2020 2019
Remeasurement of defined benefit
plans
$
(1,172)

$
(508)
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
(671) 51
other comprehensive income
Exchange differences on translation
of foreign financial statements
4,803 2,210
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
200 (3,914)
other comprehensive income
Income tax related to other
comprehensive income
$
3,160
$ (2,161)

(3) Deferred tax assets and liabilities

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The analysis on deferred income tax assets and liabilities in balance sheet is as

follows:

follows:
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income
Exchange differences on translation
of foreign financial statements
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
other comprehensive income
Unrealized exchange loss
Other
Tax loss carry forwards
Investment credits
Deferred income tax assets
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
profit or loss
Other
Land value increment tax
Deferred income tax (liabilities)
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income
Exchange differences on translation
of foreign financial statements
Unrealized loss on valuation of
investments in debt instruments
measured at fair value through
other comprehensive income
Unrealized exchange loss
Other
Tax loss carry forwards
Deferred income tax assets
Net defined benefit liability
Unrealized loss on valuation of
investments in equity instruments
measured at fair value through
profit or loss
Exchange differences on translation
of foreign financial statements
Land value increment tax
Deferred income tax (liabilities)
2020
Balance,
beginning of
year
Recognized in
profit (loss)
Recognized in
other
comprehensive
income
Balance,
end of year
$ 3,145
267
1,862

4,002
12,699
12,115
$



(2,181)
16,057
3,851
994
$ (1,172)
(267)
4,803
200








$ 1,973

6,665
200
1,821
28,756
15,966
994
$ 34,090
$ 18,721 $ 3,564 $ 56,375
(98)


(166,357)
(1,261)

(5,188)


(404)


(1,359)

(404)
(5,188)
(166,357)
$(166,455) $ (6,449) $ (404) $(173,308)
Balance,
beginning of
year
Recognized in
profit (loss)
Recognized in
other
comprehensive
income
Balance,
end of year
$ 3,653
216

3,914
8,008
4,839
$




(4,006)
7,860
12,115
$ (508)
51
1,862
(3,914)






$ 3,145
267
1,862

4,002
12,699
12,115
$ 20,630
$ 15,969 $ (2,509) $ 34,090
(3,045)
(55)
(348)
(166,357)
2,947

55






348
(98)



(166,357)
$(169,805) $ 3,002 $ 348 $(166,455)

(4)Information on Unused Loss Carryforwards

-254-

Loss carryforwards as at December 31, 2020 are as follows:

Loss carryforwards Balance of unused
loss carryforwards
$ 15,966
Final deductible
year
2029
  • (5) Except for 2017, the Company’s income tax settlement application case approved by the competent authority is approved to 2018.

28. EPS

(1) Basic earnings per share

(1) Basic earnings per share
Net income for the period
attributable to owners of the
Corporation
Weighted average number of
ordinary shares (in thousand
shares)
Basic EPS (NT dollars)
(2) Diluted earnings per share
Net income for the period
attributable to owners of the
Corporation
Weighted average number of
ordinary shares (in thousand
shares)
Potentially ordinary stock-
Employee bonus (in thousand
shares)
Number of shares of diluted EPS (in
thousand shares)
Diluted EPS (NT dollars)
2020
$ 901,716

344,377
$ 2.62

2020
$ 901,716

344,377
488

344,865
$ 2.61
2019
$ 538,957
350,000
$ 1.54
2019
$ 538,957
350,000
336
350,336
$ 1.54

If the Company can choose to distribute stocks or cash as the bonus for the

-255-

employees, when calculating the earnings per share, the distribution of shares to the employees should be taken into consideration. In addition, the potential common shares which will dilute the earnings should be added into the weighted average number to calculate the diluted earnings per share. The distributed number of shares is estimated by the closing price of the common shares at the end of the reporting period (the effect of exclude right and exclude dividends is considered). The dilutive effect of the potential shares distributed to the employees will be taken into consideration when calculating the diluted EPS before the resolution concerning the number of shares to be delivered as bonus for employees is made in the shareholder meeting the following year.

29.Disposal of Subsidiary

Da-Guan Recreation Company passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020, and the Company lost control of Da-Guan Recreation Company.

(1) Analysis of assets and liabilities for loss of control

Analysis of assets and liabilities for loss of control
Non-current assets
Investment property
Current liabilities
Other payables
Net assets disposed of
Gain on disposal of subsidiary
Fair value of remaining investments at the date
of loss of control
Net assets disposed of
Non-controlling interests at the date of loss of
control
Gain on disposal
Oct. 22, 2020
$ 1,232
(6,318)
$ (5,086)
2020
$
5,086
(1,017)
$ 4,069

(2) Gain on disposal of subsidiary

30. Capital Management

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The enterprise life cycle of the Company belongs to “maturity period”. However, in order to pursue business sustainable development, respond to the future market demands and consider the future capital expenditure budget of the Company as well as maintenance stable dividend allocation, on the whole, the Company applies a prudent risk management policy.

31. Financial instruments

(1) The types of financial instruments

The types of financial instruments
Financial assets
Financial assets at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income
Amortized cost
Cash and cash equivalents
Trade receivables
Other financial assets
Refundable deposits
Total
Financial liabilities
Amortized cost
Short-term loans
Short-term bills payable
Trade payables
Guarantee deposits received
Total
Dec. 31, 2020
$ 72,280
2,414,450
1,352,167
246,283
135,653
2,291
$ 4,223,124

$ 350,000

9,992
228,195
43,463
$ 631,650
Dec. 31, 2019
$
2,233,087
900,150
128,987
185,214
8,322
$ 3,455,760
$ 860,000
399,548
234,689
42,401
$ 1,536,638

(2) Fair values of financial instruments

-257-

  • A. Financial instruments not measured with the fair value

  • The financial assets and financial liabilities not measured by fair values of this company include cash and equivalent cash, accounts receivable, other financial assets, short-term loan, short-term bonds payable and accounts payable. The maturity dates of this kind of financial products are rather short that their book values should belong to a reasonable foundation of estimating fair values. The above financial products shall not include refundable deposits and deposit received either, because their repayment dates are uncertain; therefore, their fair values are evaluated by the book values in balance sheets.

  • B. Fair value measurement of recognitions in balance sheet

The following table provides related analysis of financial instruments measured by fair values after original recognition, and the observable levels of fair values are divided into the first to the third level.

  • a. The first-level fair value measurement refers to an open offer of the same asset or liability from an active market (without being adjusted).

  • b. The second-level fair value measurement refers to a derived fair value of an observable input value belong to the said asset or liability either directly (i.e., price) or indirectly (i.e., to be derived from price) in addition to a first-level open offer.

  • c. The third-level fair value measurement refers to a derived fair value of an input value of asset or liability not based on observable market data (nonobservable input value) as the evaluation technique.

  • C.Concerning the financial instruments measured by fair values, the basic classification analysis of the Company in accordance with the nature, characteristics and risk as well as fair value level of asset and liability shall be as follows:

  • a. The financial asset and liability measured by fair value on repeatable

-258-

foundation:

foundation:
Financial assets at fair
value through profit
or loss
Fund

Financial assets at fair
value through other
comprehensive
income
Stock of Listed
(OTC) companies

Stock of emerging
companies
Stock not classified
to listed (OTC)
and emerging
companies
Financial bond
Total

Financial assets at fair
value through other
comprehensive
income
Stock of Listed
(OTC) companies

Stock of emerging
companies
Stock not classified
to listed (OTC)
and emerging
companies
Total
Dec. 31, 2020
Level 1 Level 2 Level 3 Total
$ 72,280 $ $ $ 72,280
$ 2,250,990


64,461
$
6,887


$
92,112
$ 2,250,990
6,887
92,112
64,461
$ 2,315,451 $ 6,887 $ 92,112 $ 2,414,450
Level 1 Level 2 Level 3 Total
$ 2,123,296

$
3,736
$

106,055
$ 2,123,296
3,736
106,055
$ 2,123,296 $ 3,736 $ 106,055 $ 2,233,087

b. The financial asset and liability measured by fair value on non-repeatable

foundation: none

D. The first-level fair value measurement item applies a market offer as the fair

-259-

value input value, with breakdown as follows:

Item
Stock of Listed (OTC) companies

Fund and Financial bond
Market quoted
Close price
The net assets

E. The second-level fair value measurement item applies the observable input values of recent transaction price and offer data of GreTai Securities Market, to serve as the foundation of evaluating fair values.

  • F. There was no change between Level 1 and Level 2 fair value measurements in 2020 and 2019.

  • G. Adjustment of financial assets with the third-level fair value measurement:

Beginning balance
Purchases
Capital return due to
disinvestment
Listed to other comprehensive
income of this year
Ending balance
2020
$ 106,055

1,846
(4,500)
(11,289)
$ 92,112
2019
$ 140,685


(8,000)

(26,630)
$ 106,055
  • H. Level 3 fair value measurement is based on net asset values. The Company

takes great caution in the selection of valuation models and valuation parameters for the key, non-observable values. Therefore, the measurement of fair values should be reasonable. The use of different valuation models or valuation parameters may result in different numbers. For example, If the evaluation parameter's share price net multiplier increases, the market liquidity discount decreases, and the weighted average capital cost discount rate decreases, the fair value of the investment will be increased.

(3) Objective of financial risk management

The financial risk management of the Company is to manage currency exchange rate risk, interest rate risk, credit risk and liquidity risk related to operation activities. In order to reduce related financial risks, the Company has devoted to identification, evaluation and avoiding uncertainty of market, to reduce any potential unfavorable impact of market changes on the corporate financial performance.

-260-

The important financial activities of the Company are specified by the board and in accordance with related specifications and double checked through an internal control system. During the execution period of financial planning, the Company shall scrupulously observe the related financial operation procedures concerning comprehensive financial risk management and division of authority and responsibility.

(4) Market risk

The Company mainly exposes to such market risks as changes in foreign currency exchange rate and changes in interest rate, etc.

A. Foreign currency exchange rate risk

The foreign currency exchange rate risk of the Company mainly comes from Cash and cash equivalents, accounts receivable, other payables priced by foreign currency exchange, Financial assets at fair value through profit or loss as fund, Financial assets at fair value through other comprehensive income as overseas company stock and financial bond, and foreign currency time deposit with maturity period above three months.

The information concerning foreign currency financial assets and liabilities under material impacts of foreign currency exchange rate fluctuation shall be as follows:

Financial assets
Monetary items
USD
HKD
JPY
RMB
Non-monetary items
USD
Financial liabilities
Monetary items
USD
HKD
JPY
RMB
Dec. 31,2020 Dec. 31,2019
foreign
currency
Exchange
rate
Amount foreign
currency
Exchange
rate
Amount
25,672
8,352
210,548
35,553
1,276
113
4
10
315

28.43

3.595

0.2746

4.355

28.43

28.53

3.655

0.2787

4.405
729,846
30,025
57,817
154,834
36,280
3,221
13
3
1,389

18,822

9,647

89,832

31,007

653

296

14



207
30.03
3.836
0.2751
4.296
30.03
30.13
3.896

4.346
565,217
37,007
24,713
133,204
19,600
8,908
56

901

-261-

The sensitivity analysis concerning foreign currency exchange rate risk is calculated mainly for the monetary items of foreign currency at the end of the financial reporting period. When the appreciation/ depreciation of NT Dollar vs. foreign currency reaches 1%, the pre-tax profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/decrease by NT$9,679 thousand and NT$7,503thousand, respectively.

Due to a large variety and volumes of foreign currency transactions, the Company discloses the exchange gains/losses for the summary of monetary items. The recognized foreign currency gain/loss (realized and unrealized) was NT$40,142thousand for 2020 and NT$2,641thousand for 2019.

B. Interest rate risk

The interest rate risk refers to the risk in fair values of non-derivative financial instruments cause by changes of market interest rate. The interest rate risk of the Company mainly comes from short-term loans and shortterm bonds payable.

Concerning the sensitivity analysis of interest rate risk, it is calculated on basis of the fixed interest rate loan at the end of the financial reporting period, and it is assumed to be held for one year. In case the interest rate rises/drops 1%, the pre-tax profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/ decrease by NT$3,600 thousand and NT$12,595thousand, respectively.

C. Other price risks

The price risk of equity instruments of the Company mainly comes from the investment classified as Financial assets at fair value through other comprehensive income; and all major equity instrument investments may only be conducted after the approval of the board of the Company.

-262-

Concerning the sensitivity analysis of equity instrument price risks, it is calculated on basis of the changes in fair values at the end of the financial reporting period. In case the price equity instruments rises/drops 1%, the profit and loss of the Company from January 1 to December 31, 2020 and 2019 would separately increase/decrease by NT$23,500 thousand and NT$22,331thousand, respectively.

(5) Credit risk management

The credit risk management refers to the opposing party of trade violates contract obligations and causes risks of financial loss to the Company. The credit risk of the Company comes mainly from the accounts receivable generated from operation activities, and bank deposits generated from investment activities and other financial instruments. Operation related credit risks and financial credit risks are under separate management.

A. Operation related credit risks

In order to maintain the quality of accounts receivable, the Company already establishes the procedures of operation related credit risks. The risk evaluation of an individual customer considers such numerous factors with potential impacts on customer payment abilities as the financial status of the said customer, internal credit ratings of the Company, historical trade record and current economic status, etc. The Company would also in due time uses certain credit enhancement tools, such as sales revenue received in advance and credit insurance, etc., to reduce credit risks of specific customers.

Up to December 31, 2020 and December 31, 2019, the accounts receivable balances of the top 10 major customers account for the accounts receivable balances of the Company respectively as 56% and 72%; the risk concentration risks of the rest accounts receivable are relatively not major. B. Financial credit risk

The credit risks of bank deposit and other financial instruments are measured and supervised by the Finance Department of the Company. Since the trade parties of the Company are all domestic banks with commendable credit, there is no suspicion of major contract performance; therefore, there is no major credit risk.

-263-

(6) Liquidity risk management

The object of liquidity risk management of the Company is to maintain cash and equivalent cash required for operation, securities with high liquidity, and sufficient bank financing quota, etc., to ensure the Company to possess sufficient financial flexibility, operation fund sufficient to cope up with the financial liabilities with agreed repayment periods.

A. The liquidity of non-derivative financial assets and liabilities

Non-derivative
financial
liabilities
Short-term
borrowing
Short-term
notesand bills
payable
Trade payables
Lease liabilities
Guarantee
deposits
received
Total
Non-derivative
financial
liabilities
Short-term
borrowing
Short-term
notesand bills
payable
Trade payables
Lease liabilities
Guarantee
deposits
received
Total
Dec. 31, 2020
Less than 1
year
23 years 45 years Over 5 years
Total
$ 350,000
9,992
228,195
5,440
26,274
$





10,879

9,005
$


10,879
6,230
$



16,319

1,954
$ 350,000
9,992
228,195
43,517
43,463
$ 619,901 $ 19,884 $ 17,109 $ 18,273 $ 675,167
Dec. 31, 2019
Less than 1
year
23 years 45 years Over 5 years
Total
$ 860,000
399,548
234,689
5,762
15,488
$





10,879

17,525
$


10,879
4,661
$



21,759

4,727
$ 860,000
399,548
234,689
49,279
42,401
$ 1,515,487 $ 28,404 $ 15,540 $ 26,486 $ 1,585,917

-264-

B. Loan commitments

Loan commitments
Unsecured bank overdraft limit
-Amount used
-Amount unused
Unsecured bank loan limit
-Amount used
-Amount unused
Secured bank loan limit
-Amount used
-Amount unused
Dec. 31, 2020
$
90,000
$ 90,000
Dec. 31, 2019
$
90,000
$ 90,000
Dec. 31, 2020
$ 360,000
2,580,000
$ 2,940,000
$
170,000
$ 170,000
Dec. 31, 2019
$ 1,090,000
1,850,000
$ 2,940,000
$ 170,000
$ 170,000

32. Related party transaction

(1)Name and relation ship with related parties

Name of related parties

Relationship with the Company

Ban Chien Development Co., Ltd. The Company’s subsidiaries Formosan Construction Corp. (Taiwan) the equity method Eurogear Corporation Chen Hsi Investment CO, LTD[[The president is the spouse of the ]]

[Investee company accounted for using ] the equity method

The Company’s institutional director

[[The president is the spouse of the ]] general manager of the Company

  • The president is the spouse (1st degree of kinship) of the Company’s president

Hung He Development CO, LTD

[Its president is the same as president of ] the Company

FRG Charity Foundation HSU, ZHEN-TSAI Hsu Mei-Zhi

President of the Company

[2nd degree of kinship of the Company’s ] president

-265-

(2) Major transaction with related parties

A. Operating revenue -Rental

Operating revenue-Rental
Other
Guarantee deposits received
2020
$ 1,186

Dec. 31, 2020
$ 274
2019
$ 1,186
Dec. 31, 2019
$ 274

The subsidiaries and related enterprise lease the office to the Company, and the lease content is determined by the agreement between the two parties, and the rent is collected monthly.

B.Lease agreement

Lease agreement signed by the Company with Formosan Construction Corp. (Taiwan), Eurogear Corporation, Chen Hsi Investment CO, LTD., Ltd. and Hung He Development CO, LTD in December 2018., with the lease period as of January 1, 2018 to December 31, 2028. The lease agreement is based on the Consumer Price Index (CPI) in thesixth, and it adjusts the rent according to the accumulated average CPI increase in the previous year. The Company does not have a preferential purchase right for the real property at the end of the lease term. The rent is the monthly payment.

Formosan Construction Corp.
(Taiwan)
Eurogear Corporation
Chen Hsi Investment CO, LTD
Hung He Development CO, LTD
Total
Formosan Construction Corp.
(Taiwan)
Eurogear Corporation
Chen Hsi Investment CO, LTD
Hung He Development CO, LTD
Total
Dec. 31,2020 Dec. 31,2020
Right-of-use assets
lease liabilities
$ 8,189
$ 8,277
7,852
7,937
16,672
16,853

8,529
8,621
$ 41,242
$ 41,688
Dec. 31, 2019

lease liabilities
$ 8,277
7,937
16,853
8,621
$ 41,688
Right-of-use assets
$ 9,212
8,834
18,756

9,595
$ 46,397

lease liabilities
$ 9,262
8,881
18,857
9,647
$ 46,647

-266-

Refundable deposits
Interest expense
Depreciation expense
Dec. 31, 2020
$ 1,167

2020
Dec. 31, 2019
$ 1,167
2019
$ 534
$ 5,155
$ 480
$ 5,155

C. As of December 31, 2020 and 2019, the farmland of investment property held in the name of the major management of FRG amount to NT$109,204 thousand and NT$94,241 thousand, respectively. Its ownership certificate is under custody of the Company, and its pledge is set to the Company for security purpose.

D. Sale of real estate

In 2020, the Company sales the real estate and parking space of the La Bella Vita Project in Taichung City to Hsu Mei-Zhi, which is jointly developed and constructed with Continental Development Corporation. The total contract price (including tax) is NT$37,200 thousand. Base on the capital contribution ratio, the transaction price of the Company is NT$10,137 thousand and the disposition benefit is NT$3,529 thousand.

E. Donation expense

Donation expense
FRG Charity Foundation 2020
$ 10,000

(3) Reward to major management

The remuneration information to board directors and other major management members shall be as follows:

members shall be as follows:
Short-term benefits
Retirement benefit
Total
2020
$ 57,001

613
$ 57,614
2019
$ 50,479
610
$ 51,089

-267-

33. Pledged assets

The following assets are already provided to serve for guarantee of financial

industry loans, material purchase and international logistics business, with the book amounts as follows:

book amounts as follows:
Construction project ─Real estate
under construction
Other financial assets
Property, plant and equipment
Investment property - house and land
Total
Dec. 31, 2020
$
20,000
287,640
190,148
$ 497,788
Dec. 31, 2019
$ 1,960,691
20,000
287,640
192,872
$ 2,461,203
  1. Material contingent liabilities and unrecognized contract promise: None

35. Important disaster loss: None

36. Important subsequent events: None

-268-

37. Additional disclosed items

  • (1) Information regarding the material transaction items

  • A. The status of lending capital to others: None

B. The status of endorsement and guarantee for others:

No.
(note 1)

Company
name of the
endorsement
/ guarantee
provider
Recipient of the
endorsement/
guarantee
Recipient of the
endorsement/
guarantee
Endorsement
/ guarantee
quota for a
individualent
erprise
(note 3)
Max. balance
of the
endorsement/
guarantee this
period
Ending
balance of the
endorsement/
guarantee
Actual
drawing
amount
The
endorsement
/ guarantee
amount
guaranteed
by properties


Percentage of
accumulated
endorsement /
guarantee
amount in net
value of the
latest financial
statements

Max. limit
of the
endorsement
/ guarantee
(note 3)
Endorsement
/ guarantee
from parent
company to
subsidiary
Endorsement
/ guarantee
from
subsidiary to
parent
company

Endorsement
/ guarantee to
Mainland
China
Company
name
Relation
0 The
Company
950
Property
LLC
Note 2 $ 1,677,339 $ 790,727
(USD26,054)
$ 743,309
(USD26,054)
$ 341,440
(USD11,968)
6.65 $ 3,354,678

Note 1: The explanation for the number column is as follows:

  • (1) Put “0” for the company.

  • (2) Put the serial No. starting from 1 for the investees by company category.

  • Note 2: The relationships between endorsement/ guarantee provider and recipient:A company that is endorsed by each of the contributing shareholders in accordance with their shareholding ratio because of the joint investment relationship.

  • Note 3: Accoridng to the Operating procedures of endorsement and guarantee for others, the Company’s endorsement/ guarantee total amount should be no more than 30% of this company’s net value, and its endorsement/ guarantee amount to an individual enterprise should be no more than 15% of the Company’s net value.

Note 4 US$1 NT$28.53

-269-

C. Thestatus of securities held at the end of the period

Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers Book value Ratio of
share
holding%
Fair value
FRG Fund
Allianz Global Investors Preferred
Securities and Income Fund
Allianz Global Investors Income and
Growth Fund
NN(L) US Credit X Cap USD
AB International Technology
Portfolio
AB American Growth Portfolio
Stock
SinoPac Financial Holdings
Company Limited
Nan Ya Plastics Corporation
Formosa Chemicals & Fibre
Corporation
Far Eastern New Century
Corporation
Far Eastern Group
Far Eas Tone Telecommunications
Co., Ltd.
Formosa Plastics Corporation
Huaku Development Co., Ltd.
E. SUN Financial Holding Co., Ltd.
ASUSTeK Computer Inc.
WPG Holdings
Formosa Petrochemical Corp.
Shine More Technology Materials
Corporation., Ltd.
Fubon Securities Co., Ltd.
Continental Holdings Corp. (CHC)
Pegatron Corporation
ChongHongConstruction Co.,Ltd.

Financial assets at fair value
through profit or loss - current




Financial assets at fair value
through other comprehensive
income - current













997,009
91,159
202
10,490
21,346
35,969,700
3,847,900
4,599,170
4,101,761
5,266,447
2,210,000
583,000
1,325,000
1,630,419
200,000
283,600
1,678,000
1,158,250
690,000
2,205,000
1,577,000
842,000
$ 10,289
29,001
9,432
8,836
14,722
411,853
276,664
389,550
118,746
126,395
135,252
56,201
116,335
41,657
50,100
12,166
167,464
4,517
7,073
45,644
106,132
67,360





0.32
0.05
0.08
0.08
0.37
0.07
0.01
0.48
0.01
0.03
0.02
0.02
3.05
0.28
0.27
0.06
0.29
$ 10,289
29,001
9,432
8,836
14,722
411,853
276,664
389,550
118,746
126,395
135,252
56,201
116,335
41,657
50,100
12,166
167,464
4,517
7,073
45,644
106,132
67,360
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The situation of being provided to financial loan business trust in detail is shown as in Note 8.

270
Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers Book value Ratio of
share
holding %
Fair value
FRG Farglory Land Development Co.,
Ltd.
Shin Kong Financial Holding Co.,
Ltd. -Preferred Shares B
Bank of Amer
Citigroup Inc.
Brightek Optoelectronic Co., Ltd.
Eslite Corporation
Yu Chi Venture Investment Co., Ltd.
Formosan Chemical Industrial Co.
Formosan Glass & Chemical
Industrial Co.
Tai Yang Co., Ltd.
Formosan Rubber Group Inc.
(Ningpo)
Tashee Golf & Country Club -
preferred stock
Corporate Bond
AT&T Inc. debt II
AT&T Inc. debt VI
Ford Motor Company
Delta Air Lines Inc.


Chairman of Formosan
Rubber Group Inc.
(Ningpo) is the brother to
Chairman of Formosan
Rubber Group Inc.
Financial assets at fair value
through other comprehensive
income - current



Financial assets at fair value
through other comprehensive
income – non-current







Financial assets at fair value
through other comprehensive
income - current


1,254,000
666,000
14,000
4,000
267,241
1,604,379
2,250,000
22,516
9,795
111,395

1
680,000
630,000
500,000
250,000
$ 70,600
28,205
12,064
7,012
6,887
10,415
25,898
14,281
2,563
7,351
17,204
14,400
22,087
18,441
15,884
8,049
0.16
0.01
0.00
0.00
0.44
1.65
10.00
2.25
5.02
1.24
12.86




$ 70,600
28,205
12,064
7,012
6,887
10,415
25,898
14,281
2,563
7,351
17,204
14,400
22,087
18,441
15,884
8,049
Note

Note: The situation of being provided to financial loan business trust in detail is shown as in Note 8.

271
Name of this
Company
Type and name of securities Relation with securities
issuer
Item listed on book The end of the period Remarks
Share / unit numbers
Book value
Ratio of
share
holding %
Fair value
Ban Chien
Development
Co., Ltd.
Stock
SinoPac Financial Holdings
Company Limited
Chong Hong Construction Co., Ltd.
Taiwan Cement Corporation
MiTAC Holdings Corporation
Farglory Land Development Co.,
Ltd.
Yuanta Financial Holding Co., Ltd.
Financial assets at fair value
through other comprehensive
income - current




42,062,322
904,000
420,006
224,000
380,000
208,000
$ 481,614
72,320
18,144
6,608
21,394
4,274
0.37
0.31
0.01
0.02
0.05
0.00
$ 481,614
72,320
18,144
6,608
21,394
4,274
FRG US
Corp.
Stock
TRIMOSA HOLDINGS LLC
Financial assets at fair value
through other comprehensive
income - non-current
423,771 14.67 423,771
272
  • D. The same securities in which the accumulated amount of buying or selling reached NT$300 million or was more than 20% of the paidup capital: None

  • E. The amount acquiring real estate which reached NT$300 million or was over 20% of the paid-up capital: None

F. The amount disposing property which reached NT$300 million or was over 20% of the paid-up capital:

Name Property Transection
date

Acquisition
date

Carrying
value
Transection
amount
Receipt status
Gain (loss)
on disposal
Counterparty Nature of
relationshi
p
Purpose
of
disposal
Price
reference
Other
terms
The
Company
55 TIMELESS
ProjectReal
estate for sale
109.03.02 N/A Inventory
held for sale
therefore not
applicable
$ 341,212 $ 341,212 Inventory
held for sale
therefore not
applicable
A Customer Non-
relative
Get
benefit
The appraisal
amount of
$330,800 as
reported by
REPro Knight
Frank

None
  • G. The amount of purchases or sales from or to related parties which reached NT$100 million or was over 20% of the paid-up capital:

None

  • H. The amount of related party receivables which reached NT$100 million or was more than 20% of the paid-up capital: None

  • I. Information regarding transactions of derivative financial products: None

-273-

(2) Related information to re-investment businesses

Investing
company
Investee Area Business items Original investment amount Original investment amount Holdingat the end of theperiod Holdingat the end of theperiod Holdingat the end of theperiod Investee’s
profit (loss)
of current
period
Investment
profit (loss)
recognized
current period

Remarks
End of period
for current
period

End for last
year
Share Ratio (%) Book value
The Company Ban Chien
Development Co.,
Ltd.
Da-Guan
Recreation
Company
KINGSHALE
INDUSTRIAL
LIMITED
FRG US Corp.
Formosan
Construction
Corp. (Taiwan)
Fenghe
Development Co.,
Ltd.
Rueifu
Development Co.,
Ltd.
Taiwan
Taiwan
Hong Kong
U.S.A.
Taiwan
Taiwan
Taiwan
Consign a contractor to
build residential and
commercial building for
lease and sale
Trading on golf driving
range, playground,
sports equipment
Investment
Real estate investment,
development and rental
and sales of premises.
Consign a contractor to
build commercial
building and public
housing for lease and
sale
Consign a contractor to
build residential and
commercial building for
lease and sale
International trade,
investment consultancy,
office building for lease
and building/land
brokerage.
$ 560,000

34
461,349
75,979
59,850
483
$ 560,000
63,007
34
460,142
75,979
59,850
483
56,000,000

9,999
7,526,000
7,597,927
3,990,000
48,260
100.00

99.99
100.00
26.20
39.90
48.26
$ 622,046


424,611
62,048
31,655
8,263
$ 36,607


(455)
6,491
(886)
3,183
$ 36,607


(455)
1899
(353)
1,536
Subsidiary

Subsidiary
Subsidiary

Note: Da-Guan Recreation Company has passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020.

(3) Information of the investment in China: None

-274-

(4) Information on major shareholders

Shareholding
Name of major
shareholder
Number of shares Percentage of
ownership
Ruifu Construction Co.,
Ltd.
34,070,754 9.95
Chen Hsi Investment CO,
LTD
17,626,989 5.14
  • Note: A. The major shareholders information was calculated by Taiwan Depository & Clearing Corporation in accordance with the common shares (including treasury shares) and preferred shares in dematerialised form which were registered and held by the shareholders above 5 on the last operating date of each quarter. The share capital which was recorded on the financial statements might be different from the number of shares held in dematerialised form because of the different calculation basis.

  • B. As per information above, if the shareholder delivers the shares to the trust, shares will be disclosed based on the trustee’s account. Additionally, according to the Securities and Exchange Act, internal stakeholder whom holds more than 10% of the Company’s share, which includes shares held by the stakeholder and parts delivered to the trust that have decision making rights, should be declared. For information regarding internal stakeholder declaration, please refer to the Market Observation Post System website of the Taiwan Stock Exchange Corporation.

-275-

38. Department information

The Company has provided the operating segments disclosure in the consolidated

financial statements.

-276-

STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2020

STATEMENT 1 STATEMENT 1
Item Description Amount
Cash on hand
Petty cash
Checking accounts
Savings accounts
Cash equivalent
Commercial paper
Including RMB 20 thousand, exchange rate of
$4.355
Including USD 4.480 thousand, exchange rate of
$28.430
RMB 18,917 thousand, exchange rate of $4.355
HKD 8,276 thousand, exchange rate of $3.595
JPY 198,112 thousand, exchange rate of $0.2746
EUR 8 thousand, exchange rate of $34.860
GPB 1 thousand, exchange rate of $38.730
Expiration date 2021/01/062021/02/22
Interest rates at 0.23%~0.53
$ 261
255
147,847
603,479
600,325
Total $ 1,352,167

-277-

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

DECEMBER 31, 2020

STATEMENT 2

Name of Securitie Description Units Par
value
Total price Rates Acquisition Accumulated
impairment
Fair value Fair value Remarks
Unit price Total price
Fund
Allianz Global Investors Preferred
Securities and Income Fund
Allianz Global Investors Income
and Growth Fund
NN(L) US Credit X Cap USD
AB International Technology
Portfolio
AB American Growth Portfolio
USD
USD
USD
USD
997,009.000
91,159.000
202.447
10,489.510
21,345.662


$





$ 10,000
28,350
9,400
8,466
14,194
$



10.32
318.13
46,589.38
842.38
689.71
$ 10,289
29,001
9,432
8,836
14,722
Total $ $ 70,410 $ $ 72,280

-278-

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - CURRENT

DECEMBER 31, 2020

STATEMENT 3

Name of Securitie Description Share / unit numbers Par
value
Total price Rates Acquisition Accumulated
impairment
Fair value Fair value Remarks
Unit price Total price
Stock
SinoPac Financial Holdings
Company Limited
Nan Ya Plastics Corporation
Formosa Chemicals & Fibre
Corporation
Far Eastern New Century
Corporation
Far Eastern Group
Far Eas Tone Telecommunications
Co., Ltd.
Formosa Plastics Corporation
Huaku Development Co., Ltd.
E. SUN Financial Holding Co., Ltd.
ASUSTeK Computer Inc.
WPG Holdings
Formosa Petrochemical Corp.
Shine More Technology Materials
Corporation., Ltd.
Fubon Securities Co., Ltd.
Continental Holdings Corp. (CHC)
Pegatron Corporation
Chong Hong Construction Co., Ltd.
Farglory Land Development Co.,
Ltd.
Shin Kong Financial Holding Co.,
Ltd. -Preferred Shares B
Bank of Amer
Citigroup Inc.
Corporate Bond
AT&T Inc. Debt II
AT&T Inc. Debt VI
Ford Motor Company
Delta Air Lines Inc.


Expires before
2042
Expires before
2051
Expires before
2023
Expires before
2026
35,969,700
3,847,900
4,599,170
4,101,761
5,266,447
2,210,000
583,000
1,325,000
1,630,419
200,000
283,600
1,678,000
1,158,250
690,000
2,205,000
1,577,000
842,000
1,254,000
666,000
14,000
4,000
680,000
630,000
500,000
250,000
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
$ 359,697
38,479
45,992
41,018
52,664
22,100
5,830
13,250
16,304
2,000
2,836
16,780
11,583
6,900
22,050
15,770
8,420
12,540
6,660
















$ 287,351
283,471
455,604
135,008
148,502
144,792
45,532
85,430
20,084
57,428
10,879
174,619
9,795
9,979
34,419
94,176
72,128
57,673
29,970
10,009
5,386
22,452
19,270
15,610
8,080
$




















27
22
96
387
11.45
71.90
84.70
28.95
24.00
61.20
96.40
87.80
25.55
250.50
42.90
99.80
3.90
10.25
20.70
67.30
80.00
56.30
42.35
861.71
1,725.99
32.48
29.27
31.77
32.19
$ 411,853
276,664
389,550
118,746
126,395
135,252
56,201
116,335
41,657
50,100
12,166
167,464
4,517
7,073
45,644
106,132
67,360
70,600
28,205
12,064
7,012
22,087
18,441
15,884
8,049
Note
Note
Note
Note
Total $ $ 2,237,647 $ 532 $ 2,315,451

Note: The situation of being provided to financial loan business trust in detail is shown as in Note 8.

-279-

STATEMENT OF NOTES RECEIVABLE, NET

DECEMBER 31, 2020

STATEMENT 4
Client Name Description Amount Remarks
Subtotal Total
Non related
parties
Client A
Client B
Client C
Others
Payment for real
property
Total
Less: Loss
allowance
Payment for goods



Payment for real
property
$ 18,361
1,466
1,591
6,325
$ 27,743
13,300
The amount of
individual client
included in others
does not exceed 5%
of the account
balance.


41,043
(278)
Net $ 40,765

-280-

STATEMENT OF ACCOUNTS RECEIVABLE, NET

DECEMBER 31, 2020

STATEMENT 5

STATEMENT 5
Client Name Description Amount Remarks
Subtotal Total
Non related
parties
Client A
Client B
Others
Less: Loss allowance
Payment for
goods

Payment for
goods and
real
property

$ 13,165
12,561

175,477


$ 201,203
(2,534)
CNY 3,023 thousand
USD 442 thousand
The amount of
individual client
included in others does
not exceed 5% of the
account balance.
Net $ 198,669

-281-

STATEMENT OF INVENTORIES

DECEMBER 31, 2020

STATEMENT 6 STATEMENT 6 STATEMENT 6
Item Description Amount Remarks
Cost Net
Realizable
Value
Raw materials
Work-in-process
Finished goods
Subtotal
Less: allowance for
loss
Chemical raw materials
and Original cloth, etc.
Rubber Sheet, Eco-
Friendly Synthetic
Leather, Synthetic
Leather, Rubberized
fabric machining, and
Rubber raw materials
and Plastic raw
materials, etc.
Rubber Sheet, Eco-
Friendly Synthetic
Leather, and Synthetic
Leather, etc.

$ 146,362
19,727
133,714
$ 90,340
19,727
109,379
Net realizable
value is the
estimatedexcept
thatraw materials
are based on
replacement cost,
the selling price of
inventories less all
estimated costs of
completion and
costs necessary to
make the sale.
299,803
(80,357)
$ 219,446
Net $ 219,446

-282-

STATEMENT OF OTHER FINANCIAL ASSETS-CURRENT

DECEMBER 31, 2020

STATEMENT 7

STATEMENT 7
Item Description Amount Remarks
Pledged time
deposits
Time deposits
with maturity
over three
months
Less: maturity
over year
transfer to
noncurrent
Cooperative bank-Bansin
(Interest rates at 0.2%~0.825)
(Period 2020.11.022023.11.02)
Chang Hwa bank-Taipei
(Interest rates at 2.0)
(Period 2020.07.062021.01.06)
Chang Hwa bank-Taipei
(Interest rates at 2.5)
(Period 2020.01.062021.01.06)
Cooperative bank-Banqiao
(Interest rates at 2.4)
(Period 2020.01.062021.01.06)
Cooperative bank-Banqiao
(Interest rates at 2.05)
(Period 2020.01.062021.01.06)
Bank SinoPac -Chengchung
(Interest rates at 2.25)
(Period 2020.01.022021.01.04)
Subtotal
$ 20,000
21,775
21,775
15,243
28,430
28,430
Guarantee of
logistics business
RMB5,000 thousand
RMB5,000 thousand
USD3,500 thousand
USD1,000 thousand
USD1,000 thousand

135,653
(20,000)
Total $ 115,653

-283-

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 8

Name of Securities As of January 1, 2020 As of January 1, 2020 Additions Additions Decrease Decrease As of December 31, 2020 As of December 31, 2020 Accumulated
impairment

Collateral
Remarks
Shares Amount Shares Amount Shares Amount Shares Fair value
Stock
Brightek Optoelectronic Co., Ltd.
Formosan Chemical Industrial Co.
Formosan Glass & Chemical
Industrial Co.
Tai Yang Co., Ltd.
Formosan Rubber Group Inc.
(Ningpo)
Eslite Corporation
Yu Chi Venture Investment Co.,
Ltd.
Tashee Golf & Country Club
267,241
22,516
10,000
111,395

1,604,379
2,700,000
1
$ 3,736

14,030

4,712

7,415
19,600

16,792

29,106

14,400





1,846
(Note1)









$ 3,151
250

1,846






2,051
(Note2)



450,000
(Note3)
$

3,995
63
2,396
6,377

3,208
267,241
22,516
9,795
111,395

1,604,379
2,250,000
1
$ 6,887
14,281
2,563
7,351
17,204
10,415
25,898
14,400
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Total $ 109,791
$ 5,247 $ 16,039 $ 98,999

Note 1: Cash capital increase

Note 2: Capital reduction to cover losses

Note 3: Capital return due to disinvestment

-284-

STATEMENT OF INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 9

Name As of January1,2020 As of January1,2020 Additions Additions Decrease Decrease As of December 31,2020 December 31,2020 Fair value / Net assets value Fair value / Net assets value Collateral Remarks
Shares Amount Shares Amount Shares Amount Shares % Amount Unit Price
(NT$)
Total
Amount
Ban Chien
Development Co., Ltd.
Da-Guan Recreation
Company
KINGSHALE
INDUSTRIAL
LIMITED
FRG US Corp.
Formosan Construction
Corp. (Taiwan)
Fenghe Development
Co., Ltd.
Rueifu Development
Co., Ltd.
AddCredit balance of
investments
accounted for
using equity
method transfer
to other
liabilities
56,000,000
4,800,000
9,999
7,506,000
7,597,927
3,990,000
48,260
$ 647,674
(4,069)

448,196
38,843
32,009
6,712
4,069



20,000



$



23,205

1,551

4,800,000
(Note 2)





$ 25,628
(4,069)
(Note 2)

23,585

354

4,069
(Note 2)
56,000,000

9,999
7,526,000
7,597,927
3,990,000
48,260
100.00

99.99
100.00
26.20
39.90
48.26
$ 622,046


424,611
62,048
31,655
8,263
$ 11.11


56.42
8.17
7.93
171.22
$ 622,046


424,611
62,048
31,655
8,263
None

None
None
None
None
None
Total $1,173,434 $ 24,756 $ 49,567 1,148,623 1,148,623

Note1 Increase(Decrease)for the period including shares of profit (loss) of subsidiaries and associates, shares of other comprehensive (loss) income of subsidiaries and associates.

Note2 Da-Guan Recreation Company has passed the dissolution and liquidation at the temporary shareholders meeting on October 22, 2020.

-285-

STATEMENT OF SHORT-TERM BORROWINGS

DECEMBER 31, 2020

STATEMENT 10

Type Explanation Balance,
End of Year
Contract Period Range of
Interest Rates (%)
Loan Commitments
Collateral
Remarks
Unsecured
borrowings
Cooperative bank
First Commercial
Bank
Hua Nan Bank
CTBC Bank
Land Bank of
Taiwan
The Export-Import
Bank of the
Republic of China
Bank SinoPac
Bank of Kaohsiung
Mega International
Commercial-Bank
Mega International
Commercial-Bank
E.SUN Bank
$ 20,000
10,000
20,000
30,000
30,000
100,000
20,000
20,000

40,000

30,000
30,000
2020.11.032021.03.03
2020.11.182021.01.18
2020.12.162021.01.15
2020.11.132021.02.05
2020.11.132021.02.05
2020.10.282021.10.28
2020.12.302021.01.29
2020.11.272021.01.27
2020.08.272021.01.22
2020.07.282021.01.22
2020.10.282021.01.28
0.90
0.99
0.95
0.97
0.90
0.72
1.00
0.90
0.84
0.84
0.88
$ 200,000
100,000
300,000
300,000
150,000
100,000
180,000
180,000
120,000
200,000
Total $ 350,000

-286-

STATEMENT OF SHORT-TERM NOTES AND BILLS PAYABLE

DECEMBER 31, 2020

STATEMENT 11

STATEMENT 11
Item Guarantee/Acc
epting
Institution
Contract Period Range of
Interest Rates
(%)
Amount Remarks
Issue Amount Discount Amount Carrying Amount
Commercial
paper
China Bills 2020/12/182021/01/29 0.36 $ 10,000 $ 8 $ 9,992
Total $ 10,000 $ 8 $ 9,992

-287-

STATEMENT OF NOTES PAYABLE

DECEMBER 31, 2020

STATEMENT 12

STATEMENT
Vendor Name Description Amount Remarks
Vendor A
Vendor B
Vendor C
Vendor D
Others
Payment for the
purchase



Payment for the
purchase, expenses, etc.
$ 4,803
8,025
4,482
2,933

37,338
The amount of individual
client included in others
does not exceed 5% of the
account balance.
Total $ 57,581

STATEMENT OF ACCOUNTS PAYABLE

DECEMBER 31, 2020

STATEMENT 13

STATEMENT
Vendor Name Description Amount Remarks
Vendor A
Vendor B
Vendor C
Others
Payment for
the purchase


Payment for the
purchase, processing
charges, etc.
$ 6,771
3,570
2,796
21,235
The amount of individual
client included in others
does not exceed 5% of the
account balance.
Total $ 34,372

-288-

STATEMENT OF LEASE LIABILITIES

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 14

Item Description Lease Term Discount
Rate
Balance End of
Year
Remarks
Buildings Offices 2018.122028.12 1.09 $ 41,688
(5,014)
Less: Current portion
$ 36,674

STATEMENT OF OPERATING REVENUE

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 15

STATEMENT
Item Shipments Amount Remarks
Sales revenue:
Synthetic Leather
Rubber Sheet
Eco-Friendly
Synthetic Leather
Others
Less: Sales returns
Sales discounts
Subtotal
Construction revenue
Rental and logistics
revenue
3,985 thousand yards
2,393 thousand yards
3,419 thousand yards
302 metric tons
$ 172,982
452,065
185,857
37,449
(2,075)
(1,442)
The amount does not
exceed 10% of the total
revenue.

844,836
2,206,748
230,731
Total $ 3,282,315

-289-

STATEMENT OF OPERATING COSTS

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 16

STATEMENT
Item Amount Remarks
Subtotal Total
Direct material
Raw material, beginning of year
Add: raw material purchased
Less: raw material, end of year
Sale of raw materials
Transferred to expenses
Indirect material (Supplies)
Supplies, beginning of year
Add: supplies purchased
Less: transferred to
manufacturing expenses
Direct labor
Manufacturing expenses
Manufacturing cost
Work in process, beginning
of year
Add: transferred from finished
goods
Less: work in process, end of year
Cost of finished goods
Finished goods, beginning
of year
Add: finished goods purchased
Cost of outsourcing
Less: finished goods, end of year
Finished goods transferred to costs
Finished goods Transferred
to expenses
Productcost of sales
Raw materials and supplies
transferred to sales
Provision for loss on inventories
Unamortized fixed manufacturing
costs
Total cost of sales
Cost of construction
Cost of rental and logistics
$ 173,340
442,502
(146,362)
(589)
(1,426)
$ 467,465
61,835
127,541
2,255
(2,255)
21,548
3,471

(19,727)
656,841
144,983
7,225
8,587
(133,714)
(4,475)
(1,186)
662,133
683,553
589
(2,268)
10,756
692,630
1,430,062
97,276
Total operatingcosts $ 2,219,968

-290-

STATEMENT OF SELLING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 17
Remarks


The amount of each
item in others does not
exceed 5% of the
account balance.
Item Description Amount Remarks
Wages and salaries
Freight
Selling expenses of
construction
Other expenses

$ 13,751
9,163
60,628
12,549


The amount of each
item in others does not
exceed 5% of the
account balance.
Total $ 96,091

-291-

STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 18
Remarks




The amount of each
item in others does not
exceed 5% of the
account balance.
Item Description Amount Remarks
Wages and salaries $ 59,938
Donation
Taxes
Depreciations
Other expenses
12,760
14,860
16,263
39,934



The amount of each
item in others does not
exceed 5% of the
account balance.
Total $ 143,755

-292-

STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2020

STATEMENT 19
Remarks



The amount of each
item in others does not
exceed 5% of the
account balance.
Item Description Amount Remarks
Wages and salaries
Depreciations
Contracted
research expense
Other expenses
$ 6,039
880
1,893
1,105



The amount of each
item in others does not
exceed 5% of the
account balance.
Total $ 9,917

-293-

  • VI. If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation: None.

-294-

VII. A Review and Analysis of the Company's Financial Status and Financial Performance, and a Listing of Risks

  • I. Financial Status

  • II. Financial Performance

  • III. Cash Flow

  • IV. Financial Impact of Major Capital Expenditures During the Most Recent Fiscal Year

  • V. Investment policy for the most recent fiscal year, the main reasons for the profits or losses, improvement plans, and investment plans for the coming year

  • VI. Risk Analysis

  • VII. Other Important Matters

-295-

VII. A Review and Analysis of the Company's Financial Status and Financial Performance, and a Listing of Risks

I. Financial Status Analysis:

Unit: NT$ thousand

Year
Item

2019
2020 Difference Difference
Amount %
Current Assets 8,575,654 7,948,387 (627,267) -7.31%
Property,Plant and Equipment 891,585 848,439 (43,146) -4.84%
Other Assets 3,512,195 3,460,289 (51,906) -1.48%
Total Assets 12,979,434 12,257,115 (722,319) -5.57%
Current Liabilities 1,919,580 818,341 (1,101,239) -57.37%
None Current Liabilities 254,232 256,515 2,283 0.90%
Total Liabilities 2,173,812 1,074,856 (1,098,956) -50.55%
Shares 3,500,000 3,423,260 (76,740) -2.19%
Capital reserve 466,463 456,341 (10,122) -2.17%
Retained Earnings 6,672,834 7,245,305 572,471 8.58%
Other Equity 167,342 57,353 (109,989) -65.73%
Treasury Stock 0 0 0 0.00%
Non-Controlling Interest (1,017) 0 1,017 -100.00%
Total Equity 10,805,622 11,182,259 376,637 3.49%
(I) Analysis of Changes:
1. Current Liabilities: Mainly due to the continuous sales of construction project of “Bridge Upto
Zenith”“55Timeless”, and the completion and handover of “La Bella Vita” resulting in a decrease in short-term
loan by NT$510,000 thousand and short-term notes payable by NT$389,556 thousand.
2. Other equity: Mainly due to the unrealized losses on financial assets, other equity at FVTOCI of the period.
3. Non-controlling interests: mainly because thatthe 80% owned subsidiary, Da-Guan Recreation Company, was
approved by the extraordinary shareholders’ meeting on October 22, 2020 to be dissovled and liquidated.
(II) Future response plans:
The changes in total liability in the past 2 years are mainly due to the continuous sales of construction project
of “Bridge Upto Zenith” and “Legend River,” and the completion and handover of “55Timeless” resulting
in a decrease in short-term loan and short-term notes payable. The completed units in each construction
project continuously provides cash inflow. The funds generated from the construction projects will be used
and invested effectively and the bank loans and liabilities will be paid off to strengthen the financial structure
in order toprotect the rights and interests of shareholders.

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II. Financial statements:

(I) Comparison Analysis of Operation Results:

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

2019
2020 Increase (decrease) Amount Change %
Operatingincome 2,701,777 3,282,255 580,478 21.49%
Operation Cost 2,040,089 2,219,968 179,879 8.82%
Operatingmargin 661,688 1,062,287 400,599 60.54%
OperatingExpenses 237,875 251,725 13,850 5.82%
OperatingProfit 423,813 810,562 386,749 91.25%
Non-OperatingIncome and Expenses 128,874 119,572 (9,302) -7.22%
Pre-Tax Income 552,687 930,134 377,447 68.29%
Income Tax Expense 13,737 28,418 14,681 106.87%
Net Income for ContinuingOperation 538,950 901,716 362,766 67.31%

Analysis of Increase and Decrease Changes:

  1. The increase in operating income, operating margin, operating profit, and net profit before tax is mainly due to continuous handover of the apartments of the “World Garden - Bridge Upto Zenith” and “Legend River,” and the completion and handover of the “55Timeless” recognized as income.

  2. The increase in income tax expense is mainly due to the payment of tax for 2018 undistributed earnings during the period.

  3. (II) The possible impact and response plans regarding the expected sales volume and their basis:

The Company focuses on the adjustment of production structure and manufacturing process, allowing the Company’s existing production system meet the needs of the market; the Company is also dedicated to the control of the production quality while improving the efficiency of operation and decreasing production impairment, so that the efficiency of reducing production cost can be achieved and the impact of the price rise of global raw materials can be eliminated. We also constantly invest in developments of new products and technologies, expand international marketing channel bases and diversify the market and products to increase the added value of the products. With the diversified management of construction business and warehouse business, we hope that the operation of the Company will continue to grow.

III. Cash Flow:

  • (I) Analysis of cash liquidity in recent years:
Unit: NT$ thousand
Opening cash
balance○1
Net cash flow from operating
activities for the entireyear○2
Net cash flow for the
entireyear○3
Cash remaining○1○2○3 Remedies for ca sh deficits
Investmentplans Financialplans
956,286 2,073,605 (1,658,801) 1,371,090 - -
  1. Analysis of changes in cash flows this year:

  2. (2) Operating activities: Mainly due to the continuous sales of construction project of “Bridge Upto Zenith,”“Legend River,” and “55Timeless”, and the completion and handover of “La Bella Vita”, resulting in net cash flows from operating activities.

  3. (3) Investment activities: Mainly due to the acquisition of financial assets at FVTOCI.

  4. (4) Financing activities: Mainly due to the continuous sales of construction project of “Bridge Upto Zenith,”“Legend River,” and “55Timeless”, and the completion and handover of “La Bella Vita” and the repayment of short-term loans, short-term notes payable and distribution of cash dividends.

  5. Expected remedies for cash deficits and liquidity analysis: Not applicable.

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  • (II) Analysis of liquidity for the past 2 years:
Year
Item

December 31, 2019
December 31, 2020 Increase (decrease)
Ratio
Cash Flow Ratio 92.89 253.39 172.79%
Cash Flow AdequacyRatio 63.93 296.82 364.29%
Cash Flow Reinvestment Ratio 12.38 14.32 15.67%
Analysis of Increase and Decrease Changes:
5. Cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: Mainly due to the continuous
sales of construction projects of “Bridge Upto Zenith,” “Legend River,” and “55Timeless”, and the
completion and handover of “La Bella Vita” resulting in an increase of net cash flows in current
operating activities by a large margin.

(III) Cash liquidity analysis for the coming year

Unit: NT$thousand Unit: NT$thousand
Opening cash
balance○
1
Expected net cash flow
fromoperating activities
for the entireyear○
2

Expected net
cash flow for the
entireyear○
3

Expected cash balance

1
2
3
Expected remedies for cash deficits
Investmentplans Financialplans
1,371,090 1,940,600 (1,403,085) 1,908,605 - -
  1. Analysis of changes in cash flows in 2021:

  2. (1) Operating activities: expected sales and construction of the house and land account and dividend income.

  3. (2) Investment and financing activities: mainly due to purchase of financial assets and distribution of 2020

  4. cash dividends to shareholders.

  5. Expected remedies for cash deficits and liquidity analysis: Not applicable.

IV. Financial Impact of Major Capital Expenditures During the Most Recent Fiscal Year: None.

V. Investment policy for the most recent fiscal year, the main reasons for the profits or losses, improvement plans, and investment plans for the coming year:

Description
Item
Amount Policy Main reason for profit or
loss
Improvement plan Other future
investment plans
FRG US
CORP.
Investment cost
of NT$461,349
thousand
Real estate investment,
development and rental
Loss of NT$455 thousand
this period
None None

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VI. Risk Analysis

  • (I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future corresponding measures:

  • Interest rate

    • (a) The life cycle of the Company is currently classified as the “mature period”. With the fierce competition in the industry and land developments, we aim to reach the goal of staying stable, sustainable management and continuing to maintain a low debt ratio. In 2020, the financial expenses totaled approximately NT$8,227 thousand, a decrease compared to 2019.

    • (b) In the future, we will continue to upload the aim of business management of staying stable and sustainable management as well as maintaining a low debt ratio. However, in terms of interest trends, we will constantly keep a close eye and collect market information for reference.

  • Exchange rate:

    • (a) The Company’s export ratio for 2020 accounted for approximately 65% of its sales income and the income was mainly based on USD/CNY; the Company’s raw material imports were also paid in USD.

    • (b) The Company’s gain or loss in exchange rates in the past 2 years: In 2019, the exchange rate loss totaled NT$2,641 thousand; in 2020, the exchange rate loss totaled NT$40,142 thousand

    • (c) In the future, we will continue to observe closely on the trends of exchange rates and collect domestic and overseas market information. Use timely foreign exchange and other hedging tools to focus on exchange rate in order to reduce the impact of exchange rate changes on the Company.

  • Inflation

The unstable situation of the financial market, and the continuous decline in the USD exchange rate against major currencies are crucial matters for the price fluctuations of raw materials in the world. The Company’s main raw materials for rubber and plastic manufacturing (including PVC, DOP, natural rubber, raw fabrics, etc.) have also been affected by the price fluctuation and exchange rate. As a means to handle the manufacturing costs considering the market competitiveness, the selling price of the Company’s products will be adjusted accordingly in order to ease the impact of cost fluctuation for raw materials. In the future, we will persist on observing the price changes of raw materials and make adjustments to operation strategy any time in a bid to cope with the pressure of rising costs, ensuring a reasonable profit.

(II) Main reasons and future corresponding measures of policies for engaging in highly risky and highly leveraged investments, lending funds to others, endorsements and guarantees and derivatives transactions:

  • (1) Engagement in highly risky and highly leveraged investments

The Company focuses on relevant investments on rubber and plastic manufacturing, construction and warehouses; therefore, is not involved in highly risky and highly leveraged investments.

  • (2) “Lending funds to others”, “endorsements/guarantees” and “derivatives transaction”:

  • (a) As required by relevant measures, the Company has established the “Operational Procedures for Lending Funds to Others” and “Handling Procedures of

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Enforcements/Guarantees” and a dedicated unit is in charge of the risk and control assessment. At the same time, the Company’s audit office conducts an assessment on a monthly basis and compiles a report in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” issued by the Securities and Future Bureau.

  • (b) Procedures regarding derivatives transaction have been stipulated in the Company’s

“Regulations Governing the Acquisition and Disposal of Assets”, and the Company’s audit office conducts an assessment on a monthly basis and compiles a report.

  • (c) The Company’s “lending funds to others” in 2020 totaled NT$0; there were no derivatives

transactions; the balance of “endorsements and guarantees” totaled NT$743,309 thousand.

  • (III) The future R&D plans and estimated R&D investment expenses:

Please refer to Chapter 5, Section 1 (3) “The process of the future R&D plans and estimated R&D investment expenses for Formosan Rubber Group Inc.”.

  • (IV) Impact on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.

  • (V) Impact on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response: None.

  • (VI) Impact on the company's crisis management of changes in the company's corporate image, and corresponding measures to be taken in response: None.

  • (VII) Expected benefits and possible risks associated with any merger and acquisitions, and corresponding measures being or to be taken: None.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and corresponding measures being or to be taken: None.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and corresponding measures being or to be taken: None.

  • (X) Impact upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been

transferred or has otherwise changed hands, and corresponding measures being or to be taken: None.

  • (XI) Impact upon and risk to company associated with any change in governance personnel or top management, and corresponding measures being or to be taken: None.

  • (XII) Litigious and non litigious matters; the directors, supervisors, general managers and substantial principals of the Company, the majority shareholders and affiliated companies with a shareholding ratio of more than 10% have been determined or are included in the lawsuit; non litigation or administrative litigation results may have a significant effect on the Company's shareholders' equity or securities price as of the publication of the annual report: None

  • I. The case of Zhuang Feng-Long and Zhuang Guo-Tang's house demolition:

    • After several mediations with the counterparts, the both parties have settled in the court on October 13, 2020; currently both parties have performed the settlement agreement and the litigation has confirmed the conclusion.
  • II. Case of returning lands registered under others’ names in Nankang and Longtan, Taoyuan.

    1. It was learnt during the previous inventory for the lands registered under others’ names in Nankang and Longtan, Taoyuan, that some lands had be expropriated by the Taoyuan City Government, and such lands are now registered under the name of Taoyuan City Government. However, the who lent his name did not inform the Company the expropriation but received the compensations.

    2. To claim back the expropriation compensations, the Company have applied for the execution of the provisional injunction for these lands registered under the party’s name. The

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Company now has retained lawyers to file the civil and criminal lawsuits to the New Taipei City District Court, to claim that party to return the name of land registration and expropriation compensations, and file the criminal complaints of breach of trust and encroachment on business for his violation of the name-lending agreement and infringement to the Company’s property rights.

(XIII) Other important risks and corresponding measures:

Information security and risk control:

The Company has always been dedicated to enforcing information security and personal information protection control, and has established clear and strict internal control system to ensure that the information assets which belong to the Company are not illegally accessed or exposed, the information is not inappropriately altered or destroyed at any stage and that the user who is legally authorized can access the required information in a timely manner. In order to strengthen information security management, aside from the strict information security requirements of network structure, the Company carries out continuous improvement or increase corresponding preventive measures on the constant changing internal or external potential and possible threats as corresponding measures. The Company has a comprehensive backup mechanism for operation system and files and carries out regular necessary data, software backup and backup operations, to ensure that even if when an accident in relation to any information security occurs, normal operation can resume quickly to maintain the availability and completion of information and the system. Through annual review and assessment its network safety regulations and procedures, the applicability and effectiveness can be ensured. Though the Company cannot guarantee that it will be spared by new risks and attacks in the constant changing network security threats. In 2019 and as of the end of the publication date of the annual report, the Company has not had any cyber attacks or incidents that posed significant adverse impact on the Company's business and operations.

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VII. Other Important Matters:

The evaluation basis and basis of the presentation method of assets and liabilities evaluation items:

1. Allowance for bad debts:

The main reason for the Company's allowance for bad debts is the evaluation on the possibility of the return of accounts receivable and overdue receivables. Based on the factors of the aging analysis and credit rating and economic condition in terms of customers’ accounts receivable and overdue receivables, the Company regularly evaluates the possibility of the return of collectables and overdue receivables. The Company’s basis for accounts receivable aging ratio is as following:

Amount of
overdue
Range of days
Accounts receivable ratio Accounts receivable ratio
Domestic sales Overseas sales
0 days 2% 2%
1-90 days 5% 2%
91-180 days 20% 10%
181-365 days 50% 50%
Above 365 days 100% 100%
Notes receivable ratio
0-365 days 1%

2. Allowance to reduce inventory to market

Inventories include raw materials, finished products and work-in-progress. These are evaluated based on the lower of cost and market price (net realizable value); excess materials are provided for offsetting price loss. When the comparative cost is lower than the market price (net realizable value), it is based on individual items except for inventories of the same category. The cost of inventory is calculated using the monthly weighted average method.

Market price basis: raw materials refer to replacement costs, and finished products and work-inprogress are net realizable values.

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VIII. Special Disclosures

  • I. Information relating to the Company's affiliates

  • II. Transaction about the company’s private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of the publication of the annual report

  • III. Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

  • IV. If any of the situations listed in Article 36, paragraph 3 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

  • V. Other matters that require additional explanation

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VIII. Special Disclosures

I. Information relating to the Company's affiliates:

  • (I) Consolidated Business Reports of Affiliated Enterprises:

  • Organizational table of affiliates:

==> picture [464 x 165] intentionally omitted <==

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

Formosan Rubber Group
Inc.
Ban Chien Development FRG US CORP. KINGSHALE
Co., Ltd. INDUSTRIAL
LIMITED
100% 100% 99.99%
----- End of picture text -----

2. Basic information of affiliates:

Unit: NT$ thousand

Unit: NT$thousand
Company Name Date of
Establishment
Address Paid-In Capital Main business or Production
Ban Chien Development
Co., Ltd.
November 7,
2003
7th Floor, No. 82, Section 1, Hankou
Street, Taipei
560,000 1. Department stores, retails, wholesales, warehouses
2. Development of leases and sales of residential or
business buildings
3. Building management consultant
4. Residential and cleaning management services
5. Agency Services
FRG US CORP. October 20, 2017 10750 Johnson Ave,
Cupertino,
California 95014
461,349 Real estate investment, development and rental
KINGSHALE
INDUSTRIAL
LIMITED
February 14,
1989
14/F.,Kam Fung
Commercial Building,
Nos.2-4 Tin Lok Lane,
Wanchai,Hong Kong
34 General investment
  1. Shareholders presumed to have control and subordinate relationship with the same information: None

  2. The overall relationship between business enterprises covered by the industry:

The businesses of the Company and its affiliates include: manufacturing and sales of rubber and synthetic leather, edge synthetic leather, special chemical products, warehouse and logistics, and construction.

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5. Information on directors, supervisors and presidents of affiliates:

Unit: NT$thousand;share;% Unit: NT$thousand;share;%
Company Name Title Name of Representative Shares Owned
Shares Shareholding
Ratio
Ban Chien Development Co., Ltd. Chairperson/President
Director
Supervisor
Formosan Rubber Group Inc.
Representative: Hsu Zhen-Tsai
Formosan Rubber Group Inc.
Representative: Jiang Rui-Tang, Hsu Zhen-Qun
Hsu Mei-Lun, Tang Kun-Cheng
Formosan Rubber Group Inc.
Representative: Hsiao Zheng-Zhong

56,000,000
56,000,000
56,000,000


100%
100%
100%
FRG US CORP. Director
Director
Formosan Rubber Group Inc.
Representative: Hsu Zhen-Ji
Formosan Rubber Group Inc.
Representative: Hsu Zhen-Xin
7,526,000
7,526,000

100%
100%
KINGSHALE
INDUSTRIAL
LIMITED
Director Formosan Rubber Group Inc.
Representative: Hsu Zhen-Tsai, Hsu Zhen-Ji,
Hsu Zhen-Xin
9,999 99.99%

6. Operational overview of affiliates:

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Company Name Capital Total Assets Total
Liabilities
Net income Operating
income
Operating
Profit
(loss)
Current Profit
and Loss
(after tax)
EPS (NT$)
(after tax)
Ban Chien
Development Co.,Ltd.
560,000 622,485 438 622,047 0 (1,590) 36,609 0.65
FRG US CORP. 461,349 424,613 2 424,611 0 (433) (456) (0.06)
KINGSHALE
INDUSTRIAL
LIMITED
34 0 0 0 0 0 0 0.00
  • (II) Consolidated Financial Statements of Affiliated Enterprises: Please refer to Consolidated Financial Statements of the Parent and Subsidiaries for the most Recent Year Audited by the CPA” in the “V. An Overview of the Company’s Financial Status”.

(III) Consolidated Business Reports of Affiliated Enterprises: None.

  • II. Transaction about the company’s private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • III. Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: none.

  • IV. If any of the situations listed in Article 36, paragraph 3 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

  • V. Other matters that require additional explanation: None.

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Formosan Rubber Group Inc.

Chairperson: Hsu Zhen-Tsai