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G-TECH Annual Report 2020

Jul 28, 2021

52299_rns_2021-07-28_d704da67-bc25-4dbb-b86c-eb50efafee52.pdf

Annual Report

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Stock Code: 3149

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2020 Annual Report

Printed on May 28, 2021

Query URL for this annual report:

http://www.gtoc.com.tw Company Website http://mops.twse.com.tw Market Observation Post System

Notice to readers

The English version annual report is a summary translation of the Chinese version and is not an official document of the shareholder's meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

I. Company Spokesperson and Deputy Spokesperson Information:

Spokesperson: Chiu, Huo-Sheng Title: Vice President Telephone: 037-236988 Email address: [email protected]

Deputy Spokesperson: Wu, Tai-Chiou Title: Financial Supervisor Telephone: 037-236988 Email address: [email protected]

II. Headquarter and Factory:

Headquarter address: No. 99, Zhongxing Road, Tongluo Township, Miaoli County 366 Factory address:

Plant II: No. 99, Zhongxing Road, Tongluo Township, Miaoli County 366 Plant III: No. 87, Zhongxing Road, Tongluo Township, Miaoli County 366 STSP Fab: No. 6, Section 2, Huandong Road, Xinshi District, Tainan City Telephone: 037-236988

Fax: 037-236929

III. Stock Transfer Agency:

Name: Grand Fortune Securities Address: 6F., No. 6, Section 1, Zhongxiao West Road, Zhongzheng District, Taipei City 100 Telephone: 02-2371-1658

Website: http://www.gfortune.com.tw

IV. CPAs for the Latest Financial Report:

Name: CPA Chen, Tsung-Che, CPA Chang, Shu-Ying

Firm: KPMG Address: 68F., No. 7, Section 5, Xinyi Road, Taipei City 110 Telephone: 02-81016666 Website: http://www.kpmg.com.tw

V. Overseas Securities Listing & Trading Agency Name and Information Query Method: None.

  • VI. Company website: http://www.gtoc.com.tw

Table of Contents

Table of Contents
One. Letter to Shareholders 1
Two. Company Introduction 3
Three. Corporate Governance Report
I. Organization system 5
II. Background information of directors, supervisors, president, vice president, assistant manager,
and heads of various segments and branches 8
III. Remunerations paid to directors, supervisors, president, and deputy general manager during
the most recent year 18
IV. Corporate governance operation status 24
V. CPA Public expense information 54
VI. CPA replacement information 55
VII. Information on the Company’s chairperson, president, manager in charge of financial or
accounting affairs, and those who have worked in the CPA firm or its affiliates within the last year
56
VIII. Equity transfer and equity pledge modification status of directors, supervisors, managers, and
shareholders holding over 10% of the shares in the last year and up to the printing date of this
annual report 57
IX. Information on relationships among the top 10 shareholding ratio shareholders 58
X. Number of shares held for the same reinvestment enterprise by an enterprise directly or
indirectly controlled by the Company and its directors, supervisors, and managers, and a
calculation of the comprehensive shareholding ratio 60
Four. Fundraising Status
I. Capital and shares 61
II. Corporate bond handling status 70
III. Preferred share handling status 72
IV. Overseas depositary receipt handling status 72
V. Employee stock option handling status 72
VI. Restricted shares for employee subscription handling status 73
VII. Mergers and acquisitions or share transfer to other companies for new share issuance
handling status 73
VIII. Fund utilization plan implementation status 74
Five. Operation Overview
I. Business content 79
II. Market, production, and sales overview 95
III. Employee information for the most recent two years and as of the publication date of the
annual report 101
IV. Environmental protection expenditure information 101
V. Labor-capital relations 103
VI. Important contracts 104
Six. Financial Overview
I. Condensed balance & comprehensive income statement for the last five years with the names of
CPAs and their audit opinions 105
II. Financial analysis for the last five years 109
III. Supervisor review report for the latest financial report 115
IV. Latest financial report and CPA audit report 116
V. Most recent individual financial report verified by CPAs 116
VI. In case of financial difficulties for the Company and its affiliated companies in the most recent
year and as of the date of publication for the annual report, please indicate its impact on the
Company’s financial status 116
Seven. Financial Status and Financial Performance Review Analysis & Risk Matters
I. Financial status 117
II. Financial performance 118
III. Cash flows 119
IV. Impact of major capital expenditures on financial operations in the most recent year 120
V. Reinvestment policy in the most recent year, the main reasons for its profit or loss,
improvement plan, and investment plan for the coming year 120
VI. Analysis and evaluation of the risk issues for the most recent year and up to the printing date of
this annual report 121
VII. Other significant matters 125
Eight. Special Record Items
I. Information related to affiliated enterprises 126
II. Private securities placement status in the most recent year and as of the printing date of this
annual report 129
III. Company stock holding or disposition status by a subsidiary in the most recent year and as of
the publication date of this annual report 129
IV. Other matters requiring supplementary explanation 129

Nine. Matters Occurred in the Most Recent Year and as of the Publication Date of This Annual Report that Have a Significant Impact on the Shareholders’ Equity or Securities Prices Pursuant to Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act 129

I. Letter to Shareholders

Passion, Confidence

Under the impact of the trade war between the U.S. and China and the COVID-19 pandemic, the industry has faced great challenges and undergone a transformation. Nevertheless, the Company remains committed to the development of the core technologies related to glass processing and continues to focus on the observation and understanding of market information in order to enhance research and development with early investment in resources. In addition, the Company also engages in extensive collaboration with both upstream and downstream customers in order to adjust production lines, product development and company resource investments in accordance with market trends and dynamics. With the preparation and implementation of relevant responsive measures, the Company aims to properly understand market demands and to seize profitable business opportunities.

In recent years, consumer electronics have entered a late growth period. Once products lose innovativeness, revolutionary technologies or remarkable application services, the smartphone market will face a plateau period within the next few years. Accordingly, it can be understood that the future demand and growth of glass processing will mainly come from industries other than smartphones, such as vehicles, green buildings and new coating applications, and this will be the direction of the Company’s product development.

In 2020, the Company has completed 2 major BOT projects in New Taipei City, and such benchmark building targets have also established the strength of the Company in the international development of the construction industry. As for the electrochromic glass integrating optoelectronic technology and building glass processing techniques, its application in smart windows has been able to increase the coloration efficiency and significantly reduce the impact of color difference of large curtain wall coloration. In addition to increasing the outstanding quality of green buildings, its development has been further extended to the sunroofs of smart vehicles. In regards to the development of smart vehicle 3D glass technology, the 3D large-size full lamination manufacturing technology has advanced toward high curvature, glossy and matte joint surfaces and planar three-dimensional variations; these technologies can simultaneously be realized in a single sheet of 3D glass, so that full lamination injection processes can be performed on curved surfaces. Moreover, high-standard automotive certification has also achieved through a quality system to jointly develop integrated non-planar glass vehicle interior products with customers, including central control systems, display and touch control applications, and curved or multi-curved decorative panels. This can satisfy the design needs for durable protective glass and lightweight design for touch control applications due to the simplification of human-machine interfaces for vehicle electronization, thereby achieving integrated products that satisfy the demands for more innovative applications. G-TECH Optoelectronics is deep rooted in the main business of glass processing, and based on the Company’s core technologies in glass surface treatment of glass cutting, trimming, polishing,

  • 1 -

reinforcement, coating, 3D formation and smart building glass, etc., the Company actively integrates its various core technologies for the development of product-integrated applications, thereby satisfying the demands for highly customized end products. Development of new technologies and products include:

  • 1 Development of automotive 3D glass full surface coating technology.

  • 2 Development of vehicle display multi-curved large glass.

  • 3 Development of electrochromic glass for G3-size products.

  • 4 、 Development of building optoelectronic bonding technology and thin glass physical reinforcement technology.

For the past few years, due to the rapid changes of the industry, the Company has been operating at a loss; nevertheless, after active strategic adjustment of the Company’s products and financial structure, the outcome of such efforts has started to show positive results. Presently, the Company has successfully received the recognition from auto manufacturers in 3D formation glass applications, and in the future business opportunities from smart vehicles that are in the process of replacing traditional vehicles will certainly generate revenue for the Company. The Company expects to see significant growth in numerous automotive glass applications, including vehicle dashboards, central control consoles, multimedia panels and rear view mirrors, etc. Accordingly, the Company aims to overcome all obstacles and crises with great passion and commitment. On behalf of the management team and all employees, I express sincere appreciation for the great support and confidence of all shareholders in the Company. The continuous support of shareholders is indeed the greatest encouragement for the Company’s management team. Thank you!

Responsible Person

Chih-Ming Chung

  • 2 -

Two. Company Introduction

I. Date of establishment: June27, 1996

II. Company history

  • June 1996 Established G-TECH Glass Co., Ltd. with the capital of NT$26 million. Chung, Jung-Hua served as the 1st chairman of the board, and the company engaged in traditional architectural glass processing.

  • April 1998 Led the industry to introduce physical strengthening furnaces from Germany and chemical strengthening furnaces from Italy to engage in optical glass strengthening operations.

  • December 1999 Established a glass cutting production line in response to the booming development of the flat panel display market.

  • March 2000 Reached a joint venture agreement with RITEK CORPORATION with each party holding 50% of the shares.

  • June 2000 Installed a grinding machine and started trial production of STN-grade glass substrates.

  • July 2000 Changed the name to G-TECH Technology Glass Co., Ltd., implemented a factory expansion project, and completed the new factory in October.

  • May 2001 Changed the name to G-TECH Optoelectronics Corporation, implemented a factory expansion project, and completed the grinding and polishing capacity expansion.

  • August 2001 Cooperated with foreign companies on the R&D of large-scale thin-plate glass polishing technology. Planned to develop TFT-LCD photoelectric glass cutting and grinding production technology.

  • November 2001 Obtained the ISO-9001 2000 International Quality Assurance certification.

  • January 2002 Participated in supplemental public offering. July 2002 Obtained the TFT-LCD photoelectric glass cutting product/technology certification.

  • November 2002 Started mass production and shipment of TV-LCD protective glass. December 2002 Obtained the TFT-LCD photoelectric glass grinding product/technical certification.

July 2002
November 2002
December 2002
Obtained the TFT-LCD photoelectric glass cutting product/technology
certification.
Started mass production and shipment of TV-LCD protective glass.
Obtained the TFT-LCD photoelectric glass grinding product/technical
certification.
May 2004 Registered on the emerging stock market.
May 2007 Successfully developed thin TFT PANEL products.
August 2007 Passed the industry development technology plan: Commissioning the
Material and Chemical Research Laboratories of ITRI to develop LCD
panel thinning and toughening reinforcement technology.
October 2007 Implemented private placement of NT$700 million in common stocks,
and introduced strategic investor Hon Hai Technology Group.
December 2007 Completed the new TFT glass thinning plant.
January 2008 Established the subsidiary Win World Opto-Glass(Dongguan)co., Ltd.
in mainland China.
March 2008 Introduced the TFT-LCD physical thinning process.
May 2008 Introduced the reinforced glass manufacturing process. Obtained the
polishing pad dressing work ring patent.
September 2008 Introduced the 5th generation TFT-LCD panel polishing, ultra-speed
glass cutting, and edging processes.
February 2009 Completed the new ITO glass coating plant.
December 2009 Established the first factory in Southern Taiwan Science Park (STSP)
and formed Gtoc STSP subsidiary.
  • 3 -

October 2010 Obtained ISO 14001 Environmental Management System certification and OHSAS 18001 Occupational Health and Safety Assessment Series certification. December 2010 Established operation headquarters for the Miaoli plant.Established China subsidiary GTOC Shenzhen. November 2011 Stock IPO. February 2012 3D molded glass production line trial production. Established China subsidiary GTOC Chengdu. March 2012 Installed the new anti-reflective (AR) coating production line for trial production. October 2012 Announced to enter the automotive market with 3D molded glass. March 2013 Established the green architecture business, entering architectural energy-efficient glass market. July 2013 Start construction of the Miaoli Plant 3 (green building processing plant). January 2014 Entered into a strategic alliance with Corning to produce 3D molded glass. August 2014 Green Building Glass Processing Plant mass production. December 2014 Mobile phone 3D molded glass screen protector mass production. February 2017 G-TECH partnered with Kinestral Technologies Inc. to develop smart energy-saving color-changing glass for advanced smart home applications. November 2018 The smart energy-saving color-changing glass developed with Kinestral Technologies Inc. officially went into mass production and entered the European and American markets. April 2019 The Green Building Business Office obtained a large-scale BOT development project in Xinzhuang Fuduxin of New Taipei City for HonWell Plaza, HonWell i-Tower, to provide energy-conserving curtain wall glass.

  • 4 -

Three. Corporate Governance Report

I. Organization System

(I) Organization Structure

March 2021

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

Board of Directors
Audit Office
Remuneration Committee  Audit
Chairperson
Chairperson’s Office
 Public Relations
Various Committees
Spokesperson
 Employee Welfare Committee
 Labor Relations Coordination President
Committee
 SER Committee
 Labor Security Office
President’s Office
 Project Management
Administration Accounting Procurement Plant Affairs R&D Smart Car Business Smart Optoelectronics Smart Building Business
Office Division Division Division Division Division Business Division Division
----- End of picture text -----

  • 5 -

(II) Business Operations of Key Segments

Segment Main Responsibilities
Chairperson’s
Office
Implement the resolutions of the shareholders meeting/board of directors and
supervise the Company’s operating policies.
Audit Office Auditing the implementation of various rules and regulations, and providing
suggestions for improvement to the board of directors, supervisors, and
management.
Labor Security
Office
Environmental safety supervision, labor safety audit, and project
implementation supervision.
President’s
Office
Set the Company’s operating policy; comprehensively manage the Company’s
overall business planning, control, and execution; and coordinate the
organization’s internal coordination, management, and other operations.
Accounting
Division
Establish a good financial structure as well as effectively implement the planning
and management of group funds and foreign exchange; comprehensive
management of group accounting and taxation related matters; budget
planning, preparation, and control for the group; various management related
analysis; import and export, customs, and bonded operations; stock affairs
operations, declarations and announcements in accordance with the law; as well
as planning and convening the relevant board of directors and shareholders
meetings.
Administration
Office
1. Human resource development and general affairs management, promote
corporate culture and employee service systems, and coordinate company
strategy development for the organizational planning and allocation of
appropriate human resources.
2. Establishing, maintaining, and managing the Company’s global information
system while establishing security control, firewalls, and other related
mechanisms. In charge of the Company’s global network communication
system connection as well as ERP, EIP, CIM, etc.
Procurement
Division
In charge of the Company’s procurement management and adjusting the
procurement strategy according to the industry conditions, selecting
appropriate suppliers and outsourcing vendors, procuring materials and
outsourced products at reasonable prices, and maintaining appropriate quality
standards.
Plant Affairs
Division
In charge of plant equipment operation and maintenance, plant air conditioning,
power and fire protection system maintenance, plant room inspections,
executing repair orders from various units, project implementation and
execution, implementation of environmental protection related matters, and
improving energy-conservation systems for the plants.
R&D Division Establishing new product development strategies and directions, and studying
the application and development of related emerging technologies and
materials.
  • 6 -
Segment Main Responsibilities
Smart Car
Business
Division
1. Global production capacity as well as product process control and
management; production quality control and improvement as well as
production plan execution and progress control; and improving production
efficiency, formulating production operation standards, mastering production
conditions, reducing anomalies, and seeking improvement methods for poor
quality.
2. In charge of marketing, formulating market price strategies and product
direction plans; promoting domestic and foreign product sales; and
conducting market surveys on product quality services, prices, delivery
opinions, and other feedback. Collecting and integrating global market
information and development, and implementing product sales and market
promotion plans to meet the goals set by the annual operation plan.
3. Establishing a quality management system for the Company and
implementing quality assurance control operations, advocating continuous
improvement efforts, and promoting and managing the creation and
execution of various quality systems.
Smart Building
Business
Division
Architectural glass product market development, manufacturing, process
management, and quality control as well as production plan implementation
and progress control, formulating production operation standards, improving
production efficiency, mastering the production status, reducing anomalies,
remedying quality defects, providing post-sales services, and maintaining
customer relations.
Smart
Optoelectronics
Business
Division

1. Responsible for raw materials and consumables related commerce.
2. Responsible for optoelectronic products related commerce.
3. Responsible for project operations related commerce.
  • 7 -

II. Background information of directors, supervisors, president, vice president, assistant manager, and heads of various segments and branches

(I) Directors and supervisors

various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
various segments and branches
(I) Directors and supervisors
April 18,2021;Unit: Share
Position
(Note 1)
National
ity or
Registrat
ion Area
Name Gender Date Elected
(Appointed)
Tenure Date First
Elected
(Note 2)
Shareholding at the time of
election
Current shareholding Current shareholding by
spouse or minor children
Shares held under the
name of others
Major career
(academic)
background
(Note 3)
Concurrent positions
in the Company or
other companies
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Remarks
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Positi
on
Name Relati
ons
Chairman and
President
Republic
of China
Chih-Ming
Chung
Male 2020-06-18 3 years 1996-06-24 7,140,062 3.46% 4,428,464 2.15% 1,072,879 0.52% Department of
Optoelectronics,
National United
University
President of Chin
Ming Glass Co.,
Ltd.
Legal
representative of
the chairman of
Win World
Opto-Glass(Dongg
uan)co., Ltd.
Director of Well
State
Optoelectronics
Limited
Legal
representative of
the chairman of
Brave Advance
International
Corp.
Chairman of G Tech
Optoelectronics
Chairman
of
Fast
Achievement Global
Ltd.



Note 4
Director Republic
of China
Hongyuan
Internation
al
Investment
Co.,Ltd.
- 2020-06-18 3 years 2007-10-05 15,728,165 7.62% 15,728,165 7.62%
Representativ
e
Republic
of China
Shih-Chang
Lin
Male Department of
Civil Engineering,
National Chung
Kung University
Chief Engineering
Director of Taiwan
High Speed Rail
Corporation
Vice president of
Continental
Engineering
Corporation
Special Assistant to
the President of Hon
Hai Precision Inc. Co.,
Ltd.



Director Republic
of China
Jen-Liang
Hsiao
Male 2020-06-18 3 years 2005-06-22 1,011,784 0.49% 1,011,784 0.49% Bachelor of
International
Business,Tunghai
Supervisor of Teh Tai
Steel Co., Ltd.
Chairman of Guang

  • 8 -
Position
(Note 1)
National
ity or
Registrat
ion Area
Name Gender Date Elected
(Appointed)
Tenure Date First
Elected
(Note 2)
Shareholding at the time of
election
Shareholding at the time of
election
Current shareholding Current shareholding Current shareholding by
spouse or minor children
Current shareholding by
spouse or minor children
Shares held under the
name of others
Shares held under the
name of others
Major career
(academic)
background
(Note 3)
Concurrent positions
in the Company or
other companies
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Remarks
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Positi
on
Name Relati
ons
University Liang
Metals
Industrial Co., Ltd.
Director
of
Kuang
LiangPaper Co.,Ltd.

Director Republic
of China
Kuo-Hung
Wang
Male 2020-06-18 3 years 2012-06-12 240,000 0.12% 240,000 0.12% William Rainey
Harper College
(Business School)
Chairman of Chen
Pang Blind Industrial
Corporation
Legal representative
of the director of
Sinbon
Electronics
Co., Ltd.
Supervisor of Tang
Silk Co.,Ltd.






Independent
director
Republic
of China
Kuo-Shih
Huang
Male 2020-06-18 3 years 2007-12-19 Passed the CPA
exam from the
Department of
Accounting,
National Taiwan
University
Committee
member of CPA
Associations
R.O.C. (Taiwan)
Partner CPA of
PwC Taiwan
Supervisor of
HOLA
Chairman of Come
Tree
International
Co., Ltd.
Chairman of Honey
Lohas Co., Ltd. &
independent director
of Shuttle Ltd.
Independent director
of Better Life
Independent director
of Chimei Materials
Technology Corp.








Independent
director
Republic
of China
Chun-Feng
Wu
Male 2020-06-18 3 years 2017-06-14 Graduated from
the Department of
Communication
Management,
Shih-Hsin
University.
Manager of The
Liberty Times
(Taoyuan Hsinchu
Miaoli Districts)
Vice President of
Winbond
Advertising Co.,
Ltd.
Vice
President
of
Winbond Advertising
Co., Ltd.


Independent
director
Republic
of China
Ming-Szu
Yang
Male 2020-06-18 3 years 2020-06-18 Secretary-General
/Deputy
Secretary-General
of Shanghai
University of
Finance and
Economics, Taiwan
Alumni
Association
Director & Deputy
Part-time lecturer for
Chihlee University of
Technology
Remuneration
committee member
of Leader Electronics
Inc.
Remuneration
committee member




  • 9 -
Position
(Note 1)
National
ity or
Registrat
ion Area
Name Gender Date Elected
(Appointed)
Tenure Date First
Elected
(Note 2)
Shareholding at the time of
election
Shareholding at the time of
election
Current shareholding Current shareholding Current shareholding by
spouse or minor children
Current shareholding by
spouse or minor children
Shares held under the
name of others
Shares held under the
name of others
Major career
(academic)
background
(Note 3)
Concurrent positions
in the Company or
other companies
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Other heads,
directors, or
supervisors who are
spouses or relatives
of second degree
Remarks
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Positi
on
Name Relati
ons
Secretary-General
of Shanghai
University of
Finance and
Economics,
Shanghai Alumni
Association
Academic Advisor
of New Taipei City
Industrial Elite
Consultant Free
Clinic Advanced
Service Team
Executive
Secretary of
Cross-Strait
Financial
Securities Summit
Forum Project
Head of
Information
Service
Department and
manager of Data
Application
Department and
Project
Management
Department for
Fubon Financial
Holdings
Special lecturer
for National Taipei
University of
Business, Shih
Chien University,
and China
University of
Technology
of
Huang
Hsiang
Construction
Executive
Director/Project
Chief Executive of
Chinese Elite Club

  • Note 1: For corporate shareholders, list the names of corporate shareholders and their representatives separately (for corporate shareholder representatives, the corporate shareholder’s name must be specified), and fill-in the following table.

  • Note 2: Fill-in the time when serving as a director or supervisor of the Company for the first time. In case of an interruption, explain why in a note.

  • Note 3: For experience related to the current position, if the person has worked in a CPA firm or affiliated company during the previous disclosure period, please state the job title and responsible position.

  • Note 4: If the Company chairman, president, or equivalent title holder (top manager) is the same person or a spouse or relative within the first degree of kinship, please explain information related to the reason, rationality, necessity, and corresponding measures (for example, increasing the number of independent directors whereby over half of the directors have never concurrently served as employees or managers):

  • 10 -

After the Company’s president retired on July 31, 2018, the chairman of the board of directors was appointed after careful evaluation by the board of directors to concurrently serve as the president. This resolution has not only strengthened operating efficiency in recent years, it has also improved the policy decision and decision-making execution efficiency for the Company’s board of directors. However, to implement corporate governance, the Company has planned to increase the number of independent directors in the future and to ensure over half of the members of the board of directors are not employees or managers in order to enhance the functions of the board of directors and strengthen the effectiveness of supervision.

At present, the Company has formulated the following specific measures:

(1) At present, independent directors comprised of financial accounting and industry specialists who can provide industry outlook related advice and effectively perform accounting supervision functions.

(2) In addition to cooperating with the requirements for continuous education for directors and supervisors every year, directors are also arranged to participate in the annual corporate governance forum in order to enhance the board of directors’ performance.

  • 11 -

  • Major shareholders of corporate shareholders:

April 18, 2021

April 18,2021
Names of corporate shareholders Major shareholders of corporate shareholders
Hongyuan International Investment
Co.,Ltd.

Hon Hai Precision Inc. Co., Ltd. (100%)

2. Major shareholders of major corporate shareholders:

Names of corporate
shareholders
Major shareholders of corporate shareholders
Hon Hai Precision Inc. Co., Ltd.
(Note)
Terry Gou
10%
China Trust Commercial Bank is entrusted with Terry Gou’s
special trust property account
3%
Citibank in custody for Singapore Government Investment
Account
Citibank in custody for Hon Hai Precision Overseas
Depositary Receipts
2%
1%
Citibank in custody for Norges Bank Investment Account
1%
New Labor Retirement Fund
1%
JPMorgan Chase Bank N.A. Taipei Branch in Custody
Vanguard Emerging Markets Stock Index Fund
1%
JPMorgan Chase Bank N.A. Taipei Branch in Custody for
Vanguard Total International Stock
Index Fund, a series of Vanguard Star Funds
1%
1%

Note: Shareholder register data of Hon Hai Precision Industry Co., Ltd. on the closing date of April 25, 2021.

  • 12 -

3. Professional knowledge and independence based on information provided for directors and supervisors

supervisors
Condition
Name

Has over 5 years of work experience and the
following professional qualification
Status of independence compliance (Note 2) Number of
listed
companies
where the
person
concurrently
serves as
independent
director
Public or private
college and
university
lecturer or
higher positions
as required by
the business
affairs, legal
affairs, finance,
accounting, or
corporate
business-related
departments


A professional
or technician
who has
passed the
national
examination
for
professionals
such as court
judge,
prosecutor,
lawyer,
certified public
accountant, or
any other
expertise
required for
the business
operation of
the Company
with the
issuance of a
certificate of
completion
Work
experience
required for
business, legal
affairs, finance,
accounting, or
corporate
business
1 2 3 4 5 6 7 8 9 10 11 12
Chih-MingChung None
Hongyuan
International
Investment Co., Ltd.
Representative:
Shih-ChangLin
None
Jen-LiangHsiao None
Kuo-HungWang None
Kuo-Shih Huang 3
Chun-FengWu None
Ming-Szu Yang None

Note 1: Respective directors and supervisors who meet the following qualifications 2 years before assumption of office and at the time of office must put a “” in the appropriate space.

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

  • (2) Not a director or supervisor of the Company or its affiliates (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (3) Not one of the top 10 natural person shareholders or one who holds over 1% of the Company’s total shares under the name of another or their spouse or minor children.

  • (4) Not a manager listed in (1) or a spouse, a relative within the second degree of kinship, or a direct blood relative within the third degree of kinship listed in (2) and (3).

  • (5) Not a director, supervisor, or employee of any company that has 5% or higher ownership interest in the Company or among the top-5 corporate shareholders of the Company, or a corporate shareholder representative appointed to serve as a company director or supervisor pursuant to Paragraph 1 or 2 of Article 27 of the Company Act (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (6) Not a director, supervisor, or employee of another company controlled by the same person who is part of the Company’s board of directors or holds over half of the Company’s voting rights (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (7) Not a director (trustee), supervisor (auditor), or employee of another company or organization who is the same person or a spouse of the Company’s chairman of the board, president, or equivalent (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (8) Not a director (trustee), supervisor (auditor), manager, or shareholder holding over 5% of shares from a specific company or organization with financial or business dealings with this Company (this restriction does not apply if the specific company or organization holds over 20% and no more than 50% of the Company’s shares and the mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company are established in accordance with local laws or laws of the registered country).

  • (9) Not a business, legal affairs, finance, accounting, other related service professional, or an owner, partner, director (trustee), supervisor (auditor), or manager (or their spouse) of a sole proprietorship, partnership, company, or organization that has audited the Company or its affiliates or received a

  • 13 -

cumulative amount of remuneration of no more than NT$500,000 in the past two years. However, this restriction does not apply to a member of the remuneration committee, public tender offer review committee or special committee for mergers and acquisitions, who exercises powers pursuant to the “Securities and Exchange Act,” the “Business Mergers and Acquisition Act,” or the relevant laws and regulations.

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

  • (11) None of the conditions listed in Article 30 of Company Act.

  • (12) Not elected by the government, legal person, or their representative pursuant to Article 27 of the Company Act.

  • 14 -

(II) Information on the president, vice president, assistant manager, and supervisor of the various units and branches

April 18, 2021

Position
(Note 1)
Nationality
Name
Gender Inauguration
date
Shareholding Shareholding Shareholding by spouse
or minor children
Shareholding by spouse
or minor children
Shares held under the
name of others
Shares held under the
name of others
Major career (academic)
background
(Note 2)
Current employment
with other
companies
Managers who are spouses
or relatives of second
degree
Managers who are spouses
or relatives of second
degree
Managers who are spouses
or relatives of second
degree
Remarks
Shares Shareholding
ratio

Shares
Shareholding
ratio
Shares Shareholding
ratio
Position Name Relations
Chairman and President Republic
of China
Chih-Ming
Chung
Male 2018-08-10 4,428,464 2.15% 1,072,879 0.52% Department of Optoelectronics,
National United University
President of Chin Ming Glass Co.,
Ltd.
Legal representative of the
chairman of Win World
Opto-Glass(Dongguan)co., Ltd
Director of Well State
Optoelectronics Limited
Legal representative of the
chairman of Brave Advance
International Corp.
Chairman of G Tech
Optoelectronics
Chairman of Fast
Achievement Global
Ltd.
Note 3
Vice president/
spokesperson
Republic
of China
Huo-Sheng
Chiu
Male 2011-05-01 83,692 0.04% Completed MBA credit class at
Tamkang University
Syntek Semiconductor Co., Ltd.
Plant Director/Business
Department Assistant
Manager/Spokesperson
Winbond Electronics Section
Chief
Head of G Tech
Optoelectronics,
Southern Taiwan
Science Park Branch
Legal representative
of the chairman of
Golden Start Global
Corp
Legal representative
of the chairman of
Charmtex Global
Corp
Vice president Republic
of China
Yao-Chang
Wang
Male 2018-08-01 62,696 0.03% Vanung University
Hon Hai CCPBG Senior Manager
Deputy Manager of Hedi
Optoelectronics
Deputy Manager of Prodisc
Technology Inc.
Section chief of PENTAX
G-TECH
Optoelectronics
(Chengdu) Co., Ltd.
Chairperson and
President
Assistant Manager Republic
of China
Yung-Cheng
Huang
Male 2013-02-01 129,524 0.06% College of Engineering, National
Central University
Deputy Project Manager of
Genesis Technology, Inc.
Project Manager of Sky Glory
Consultants Limited
Assistant Manager Republic
of China
Hsien-Yi
Hsu
Male 2008-03-07 23,873 0.01% 1,145 0.00% Department of Electrical
Engineering, Yuan Ze University
Manager of Production, R&D,
and Technology departments for
Merck KGaA
  • 15 -
Position
(Note 1)
Nationality
Name
Gender Inauguration
date
Shareholding Shareholding Shareholding by spouse
or minor children
Shareholding by spouse
or minor children
Shares held under the
name of others
Shares held under the
name of others
Major career (academic)
background
(Note 2)
Current employment
with other
companies
Managers who are spouses
or relatives of second
degree
Managers who are spouses
or relatives of second
degree
Managers who are spouses
or relatives of second
degree
Remarks
Shares Shareholding
ratio

Shares
Shareholding
ratio
Shares Shareholding
ratio
Position Name Relations
Assistant Manager Republic
of China
Ju-Wen
Wang
Male 2021-03-01 59,200 0.03% Department of Printing, Chinese
Culture University
Manager of Hitto International
INC.
Assistant Manager Republic
of China
Yu-Te Hung Male 2021-03-01 25,000 0.01% Department of Mechanical
Engineering, National Kaohsiung
University of Science and
Technology
Section Chief of Epson Taiwan
Technology & Trading Ltd.
Section Chief of Powertip
Technology Corporation
Assistant Manager Republic
of China
Hsing-Chiao
Lin

Male
2021-03-01 15,000 0.01% Department of Mechanical
Engineering, Yuan Ze University
Director of Chen Yu
Optoelectronic
Deputy Director of Henghao
Technology
Assistant Manager
(R&D Director)
Republic
of China
Tsung-Tien
Tsai
Male 2019-12-23 73,000 0.04% Master of Optoelectronics,
National Central University
Merck Optoelectronics Limited
Accounting/Finance
Supervisor
Republic
of China
Tai-Chiou
Wu
Male 2018-02-26 12,539 0.01% MBA, Hawaii Pacific University
Chang Chun Plastics Co., Ltd.
Foreign risk management team,
internal audit
G-TECH
Optoelectronics
(Chengdu) Co., Ltd.
Supervisor
Audit Supervisor Republic
of China
Hsiu-Li Kao Female 2018-02-26 58,000 0.03% 140,189 0.07% Business Management Institute,
Yu Da University
Financial Supervisor of Chin
Ming Glass Co., Ltd.
  • Note 1: Information for president, vice president, assistant managers, and supervisors of the various departments and branches must be included; and information for any position equivalent to president, vice president, or assistant manager (regardless of title) must be disclosed.

  • Note 2: For experience related to the current position, if the person has worked in a CPA firm or affiliated company during the previous disclosure period, please state the job title and responsible position.

  • Note 3: If the Company chairman, president, or equivalent title holder (top manager) is the same person or a spouse or relative within the first degree of kinship, please explain information related to the reason, rationality, necessity, and corresponding measures (for example, increasing the number of independent directors whereby over half of the directors have never concurrently served as employees or managers):

  • After the Company’s president retired on July 31, 2018, the chairman of the board of directors was appointed after careful evaluation by the board of directors to concurrently serve as the president. This resolution has not only strengthened operating efficiency in recent years, it has also improved the policy decision and decision-making execution efficiency for the Company’s board of directors. However, to implement corporate governance, the Company has planned to increase the number of independent directors in the future and to ensure over half of the members of the board of directors are not employees or managers in order to enhance the functions of the board of directors and strengthen the effectiveness of supervision.

At present, the Company has formulated the following specific measures:

  • 16 -

  • (1) At present, independent directors comprised of financial accounting and industry specialists who can provide industry outlook related advice and effectively perform accounting supervision functions.

  • (2) In addition to cooperating with the requirements for continuous education for directors and supervisors every year, directors are also arranged to participate in the annual corporate governance forum in order to enhance the board of directors’ performance.

  • 17 -

III Remunerations paid to directors, supervisors, president, and deputy general manager during the most recent year

1. Remuneration for directors (including independent directors)

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Position Name Remuneration for Directors The ratio accounted
for by the total
amount of A, B, C, and
D to the net profit
after tax
Related remuneration received by part-time employees The ratio accounted
for by the total
amount of A, B, C, D,
E, F, and G to the net
profit after tax
Has
remunera
tion been
received
from
invested
companie
s other
than the
subsidiari
es and the
parent
company?
Remuneration (A)
(Note 2)
Severance payment
and pension (B)
Remuneration to
directors (C)
(Note 3)
Business execution
expenses (D)
(Note 4)
Salaries, bonuses,
special expenses,
etc. (E)
(Note 5)
Severance payment
pension (F)
Remuneration to employees (G)
(Note 6)
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companie
s in the
financial
report
The Company All companies in
the financial report
The
Company
All
companies
in the
financial
report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Chairpers
on
Chih-Ming
Chung
240 240 0 0 0 0 0 0 -0.082% -0.082% 7,793 7,793 0 0 0 0 0 0 -2.740% -2.740% None
Director Hongyuan
International
Investment
Co.,
Ltd.
0 0 0 0 0 0 0 0 0.000% 0.000% 0 0 0 0 0 0 0 0 0.000% 0.000% None
Represen
tative
Shih-Chang
Lin
240 240 0 0 0 0 35 35 -0.082% -0.082% 0 0 0 0 0 0 0 0 -0.082% -0.082% None
Director Jen-Liang
Hsiao
120 120 0 0 0 0 30 30 -0.051% -0.051% 0 0 0 0 0 0 0 0 -0.051% -0.051% None
Director Kuo-Hung
Wang
120 120 0 0 0 0 30 30 -0.051% -0.051% 0 0 0 0 0 0 0 0 -0.051% -0.051% None
Independ
ent
director
Kuo-Shih
Huang
240 240 0 0 0 0 75 75 -0.082% -0.082% 0 0 0 0 0 0 0 0 -0.082% -0.082% None
Independ
ent
director
Chun-Feng
Wu
240 240 0 0 0 0 75 75 -0.082% -0.082% 0 0 0 0 0 0 0 0 -0.082% -0.082% None
Independ
ent
director
Ming-Szu
Yang
120 120 0 0 0 0 60 60 -0.041% -0.041% 0 0 0 0 0 0 0 0 -0.041% -0.041% None
1. The remuneration payment policies, systems, standards, and structure for independent directors as well as the relationship between the remuneration amounts and their duties, risks, and tenure:
The remuneration to the Company’s independent directors is in accordance with the Company’s Articles of Incorporation. In terms of the remuneration to directors and supervisors such as transportation fees, business execution expenses, and surplus distribution,
after the Company’s remuneration for directors and supervisors has been reviewed by the Salary and Remuneration Committee according to the Company’s Articles of Incorporation, the board of directors is authorized to set the salaries for the directors and
supervisors based on their participation in the Company’s operations, contribution value, and industry standards. The remuneration distribution standard for surplus distribution to directors and supervisors is based on the Company’s Articles of Incorporation, which
shall be submitted to the board of directors for review and issued after it has passed the shareholders meeting resolution. Since 2020, in order to collaborate with the Financial Supervisory Commission to implement the new version of the corporate governance
blueprint, the board of directors conducts self (or peer) evaluation, and has formulated the “Board of Directors Self-/Peer-Evaluation Methods” pursuant to Article 37 of the Corporate Social Responsibility Best Practice Principles for TWSE or TPEx Listed Companies
during the 17th session of the 10th board of directors meeting on November 11, 2019, in order to justify the high rewards.
2. In addition to the disclosure listed in the table above,the remuneration received bythe Companydirectors for servicesprovided to all companies mentioned in the financial report(as a non-employee consultant,etc.)in the most recentyear: None.

Note 1: The names of the directors must separately list (for corporate shareholders, the names of corporate shareholders and representatives should be listed respectively) the various payment amounts using the summary disclosure method.

  • 18 -

  • Note 2: Refers to the remuneration paid to directors in 2020.

  • Note 3: Not applicable because as of the end of 2020, the Company has accumulated losses of NT$1,003,835 thousand. Note 4: Refers to directors’ related business execution expenses for 2020. Note 5: Refers to the salary, bonus, and special expenses for directors also serving as employees in 2020. Note 6: As of the end of 2020, the Company has accumulated losses of NT$1,003,835 thousand, and no employee compensation is expected to be allocated.

19

2. Remuneration for supervisors:

Unit: NT$ thousand

Position Name Supervisor remuneration Supervisor remuneration Supervisor remuneration Supervisor remuneration Supervisor remuneration Supervisor remuneration The ratio of total from A,
B, and C items to net
profit after tax
(%)
The ratio of total from A,
B, and C items to net
profit after tax
(%)
Has
remuneration
been
received
from
invested
companies
other than
the
subsidiaries
and the
parent
company?
Remuneration (A)
(Note 2)
Remuneration (B)
(Note 3)
Business execution
expenses (C)
(Note 4)
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
Supervisor Jen-Liang
Hsiao
120 120 0 0 10 10 -0.044% -0.044% None
Supervisor Kuo-Hung
Wang
120 120 0 0 10 10 -0.044% -0.044% None

Note 1: The names of the supervisors must separately list (for corporate shareholders, the names of corporate shareholders and representatives should be listed respectively) the various amounts paid using the summarized disclosure method.

Note 2: Refers to the remuneration paid to supervisors in 2020.

Note 3: Not applicable because the Company has accumulated losses of NT$1,003,835 thousand as of the end of 2020. Note 4: Refers to supervisor’ related business execution expenses for 2020.

  • 20 -

3. remuneration for president and vice president:

Unit: NT$ thousand / share

Position Name Salary (A) Salary (A) Severance payment and
pension (B)
(Note 1)
Severance payment and
pension (B)
(Note 1)
Bonuses, special expenses,
etc. (C)
Bonuses, special expenses,
etc. (C)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
The ratio accounted for by the
total amount of A, B, C, and D to
the net profit after tax ()
The ratio accounted for by the
total amount of A, B, C, and D to
the net profit after tax ()
Has
remuneration
been
received
from invested
companies
other than
the
subsidiaries
and the
parent
company?
The
Company
All
companies in
the financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in the
financial report
The Company All companies
in the financial
report
Cash
bonus
amount
Stock
bonus
amount
Cash
bonus
amount
Stock
bonus
amount
President Chih-Ming
Chung
7,140 7,140 0 0 652 652 0 0 0 0 -2.658% -2.658% None
Vice president Huo-Sheng
Chiu
1,576 1,576 97 97 142 142 0 0 0 0 -0.619% -0.619% None
Vice president Yao-Chang
Wang
1,589 1589 98 98 145 145 0 0 0 0 -0.624% -0.624% None

Note 1: Refers to the amount allocated to government agencies in 2020.

Note 2: As of the end of 2020, the Company has accumulated losses of NT$1,003,835 thousand, and no employee compensation allocated is expected.

  • 21 -

(III) The remunerations for the top five highest paid executives of a TWSE/GTSM listed company

Position Name Salary (A) Salary (A) Severance payment and
pension (B)
(Note 1)
Severance payment and
pension (B)
(Note 1)
Bonuses, special expenses,
etc. (C)
Bonuses, special expenses,
etc. (C)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
Remuneration to employees (D)
(Note 2)
The ratio accounted for by the
total amount of A, B, C, and D to
the net profit after tax ()
The ratio accounted for by the
total amount of A, B, C, and D to
the net profit after tax ()
Has
remuneration
been
received
from invested
companies
other than
the
subsidiaries
and the
parent
company?
The
Company
All
companies in
the financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies
inthefinancial report
The Company All companies
in the financial
report
Cash
bonus
amount
Stock
bonus
amount
Cash
bonus
amount
Stock
bonus
amount
President Chih-Ming
Chung
7,140 7,140 0 0 652 652 0 0 0 0 -2.658% -2.658% None
Vice president Huo-Sheng
Chiu
1,576 1,576 97 97 142 142 0 0 0 0 -0.619% -0.619% None
Vice president Yao-Chang
Wang
1,589 1,589 98 98 145 145 0 0 0 0 -0.624% -0.624% None
Senior Assistant
Manager
Hsien-Yi Hsu 2,148 2,148 108 108 195 195 0 0 0 0 -0.836% -0.836% None
Senior Assistant
Manager
Hsing-Chiao
Lin
1,557 1,557 94 94 147 147 0 0 0 0 -0.613% -0.613% None

Note 1: Refers to the amount allocated to government agencies in 2020. Note 2: As of the end of 2020, the Company has accumulated losses of NT$1,003,835 thousand, and no employee compensation allocated is expected.

  1. The name of the manager who distributes the employee compensation in the most recent year and the distribution status: As of the end of 2020, the Company has accumulated losses of NT$1,003,835 thousand, and no employee compensation was allocated.

  2. 22 -

  3. (IV) Respectively compare and explain the ratio of after-tax net profit accounted for by the total amount of remuneration paid to the directors, supervisors, president, and vice president of the Company in the last 2 years by the Company and all companies in the consolidated statement; and specify the relevance between the payment remuneration policies, standards and combinations, remuneration setting procedures, operating performances, and future risks.

  4. The ratio of after-tax net profit accounted for by the total remuneration amount to the company directors, supervisors, president, and vice president in the last 2 years.

2019 2019 2020 2020
The
Company
All companies in the
financial report

The
Company
All companies in the
financial report
Total remuneration to directors 1,065 1,065 1,625 1,625
The ratio of after-tax net profit accounted
for by the total remuneration amount
paid to directors
-1.7641% -1.7641% -0.5543% -0.5543%
Total supervisor remuneration 560 560 260 260
The ratio of after-tax net profit accounted
for by the total remuneration amount
paid to supervisors
-0.9276% -0.9276% -0.0886% -0.0886%
Total remuneration for president and vice
president
10,205 10,205 15,688 15,688
The ratio of after-tax net profit accounted
for by the total remuneration amount
paid topresident and vicepresident.
-16.904% -16.904% -5.352% -5.352%
  1. Correlation between remuneration payment policies, standards, and combinations; remuneration setting procedures; business performance; and future risks:

  2. (1) Directors and supervisors

In terms of the remuneration to directors and supervisors such as transportation fees, business operation expenses, and surplus distribution: after the Company's remuneration for directors and supervisors has been reviewed by the Salary and Remuneration Committee according to the Company's Articles of Incorporation, the board of directors is authorized to set the salaries for the directors and supervisors based on their participation in the Company's operations, contribution value, as well as the industry standards. The remuneration distribution standard for surplus distribution to directors and supervisors is based on the Company’s Articles of Incorporation, which shall be submitted to the board of directors for review and be issued after it has passed the shareholders meeting resolution.

  • (2) President and vice president

The remuneration of the president and vice president includes salary, employee dividends, employee stock options, and new restricted shares for subscription. Salary standards are based on contributions to the Company and reference to peer standards. The employee dividend distribution standard shall be based on the Company's Articles of Incorporation, be submitted to the Remuneration Committee for deliberation, and then issued after the proposal has passed the board of directors or shareholders meeting resolution. employee stock options, and new restricted shares for subscription issuance standards shall be evaluated based on contributions to the Company and its future development. The total remuneration paid to the president and vice president in 2019 and 2020 was NT$10,205 thousand and NT$15,688 thousand, respectively. They accounted for -16.904% of the after-tax net loss of NT$-60,369,071 in 2019 as well as -5.352% of the after-tax net loss of NT$-293,123,603 in 2020.

In sum, the Company's policy for the remuneration of directors, supervisors, president, and vice president as well as the remuneration setting procedures are reasonable.

  • 23 -

IV. Corporate governance operation status

(1) Board of directors’ operation status

In the most recent year (2020), the board of directors met 8 times (A), and the attendance status of directors and supervisors is as follows:

Position Name Actual
attendance No.
(B)
Attendance
by proxy
No.
Actual
attendance
rate (%)
(B/A)
Remarks
Chairperson Chih-Ming Chung 8 0 100% Elected or reelected on
2020.6.18
Director Representative of
Hongyuan International
Investment Co., Ltd.:
Shih-ChangLin
7 1 87.5% Elected or reelected on
2020.6.18
Director Jen-Liang Hsiao 6 0 100% Director newly appointed on
2020.6.18
Expected attendance No.: 6
Actual attendance%: 100%
Director Kuo-Hung Wang 6 0 100% Director newly appointed on
2020.6.18
Expected attendance No.: 6
Actual attendance%: 100%
Independent
director
Kuo-Shih Huang 8 0 100% Independent director elected or
reelected on 2020.6.18
Independent
director
Chun-Feng Wu 8 0 100% Independent director elected or
reelected on 2020.6.18
Independent
director
Ming-Szu Yang 6 0 100% Independent director newly
appointed on 2020.6.18
Expected attendance No.: 6
Actual attendance%: 100%
Other matters that must be recorded:
I.
If the board of directors' operations involve any of the following; the date, period, proposal content, all independent
directors’ opinions, and how the Company handled the independent directors’ opinions must be noted:
(1)
Issues listed in Article 14-3 of the Securities Exchange Act:
Board of
directors
meeting
date &
period
Agenda
All independent director
opinions
Handling of
Independent
Directors'
Opinions by the
Company
2020.03. 26
10th
19th
Session
The Company intends not to proceed with the
private placement of ordinary shares approved
by the 2019 shareholders meeting.
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Assets Acquisition or Disposal
Handling Procedures.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Third-party Fund Lending
Operating Procedures.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Endorsement Guarantee Operating
Procedures.”
Passed by all independent
directors without objection
Not applicable
2020.05.08
10th
20th
Session
Proposal on the Company’s issuance of new
shares for cash capital increase.
Passed by all independent
directors without objection
Not applicable
Proposal on the Company’s execution of private
placement of common shares.
Passed by all independent
directors without objection
Not applicable
2020.08. 07
11th
2nd Session
The Company’s surplus in the first half of 2019
does not make up for accumulated losses.
Passed by all independent
directors without objection
Not applicable
Proposal to amend the Company’s “Internal
Control System Design Instructions
FP55-0010-G.”
Passed by all independent
directors without objection
Not applicable
  • 24 -
Position Position Name Actual
attendance No.
(B)
Attendance
by proxy
No.
Attendance
by proxy
No.
Actual
attendance
rate (%)
(B/A)
Remarks
(
f
II.
Proposal to amend the Company’s “Internal
Control Audit Implementation Rules
FP55-0011-G.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend the Company’s
“Self-assessment Operation Procedure
FP55-0012-G.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend the Company’s
“Procurement and Payment Cycle CP-1000-G.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend the Company’s “Sales and
Collection Cycle CS-1000-G.”
Passed by all independent
directors without objection
Not applicable
2020.08. 21
11th
3rd Session
Issued the Company’s 2020 employee stock
option certificate.
Passed by all independent
directors without objection
Not applicable
The Company expects to dispose of idle
production equipment.
Passed by all independent
directors without objection
Not applicable
2020.09.17
11th
4th Session
Set the 2020 employee stock option issuance
related matters.
Passed by all independent
directors without objection
Not applicable
2020.11.09
11th
5th Session
Proposal to amend some articles of the
Company’s “Subsidiary Supervision and
Management Method.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Insider Trading Prevention and
Important Internal Information Processing
Management Method.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Derivative Commodity Transaction
Engagement Management Method.”
Passed by all independent
directors without objection
Not applicable
2020.12.21
11th
6th Session
Proposal to convert the Company’s 3A/3B
factory buildings into investment real estate.
Passed by all independent
directors without objection
Not applicable
The Company plans to undertake the 3rd
domestic secured corporate bond conversion.
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Financial Statements Preparation
Process Management Method.”
Passed by all independent
directors without objection
Not applicable
Proposal to amend some articles of the
Company’s “Performance Bonus Issuance
Management Method.”
Passed by all independent
directors without objection
Not applicable
The Company’s “2020 Year-end Bonus Expected
to be Distributed.”
Passed by all independent
directors without objection
Not applicable
  • 25 -
Position Name Actual
attendance No.
(B)
Attendance
by proxy
No.
Actual
attendance
rate (%)
(B/A)
Remarks
Resolution: Except for the director(s) who must be recused from the discussion due to conflict of interest, the
remaining directors present unanimously have no objection after consultation by the chairman, and the
proposal is passed.
2.
The 4th session of the 11th board of directors meeting dated September 17, 2020
Cause of action: Set the 2020 employee stock option issuance related matters, submitted for discussion.
Explanation:
1. On August 21, 2020, the 3rd session of the 11th board of directors meeting passed a resolution for 3,000
units of employee stock options for the year 2020 (each unit of stock option is able to subscribe 1,000
common shares). The resolution went in to effect after approval by the Financial Supervisory Commission's
approval letter Jin-Guan-Zheng-Fa-Zi No. 1090358192 dated September 16, 2020. Please refer to
[Attachment II; Omitted] for the Issuance and Subscription Method amendment comparison table for
revisions in accordance with the recommendations from the Securities and Futures Bureau.
2. The list of current subscribers and the number of subscriptions is detailed in [Attachment III; omitted]. The
number of shares granted to the aforesaid managers has been reviewed and approved by the 4th Session of
the 1st Salary and Remuneration Committee meeting. The rights and obligations of the new subscribable
shares are the same as the issued ordinary shares.
3. The issuance period shall be within one year pursuant to Article 2 of the Method and from the date the
competent authority's effective declaration notification has been served. The issuance may be one lump
sum or in installments according to actual needs, and the actual date of issuance shall be authorized by the
chairman of the board.
Discussion process: Because Chairman Chih-Ming Chung concurrently serves as the president, he recused himself to
waive discussion and exercise of voting rights due to conflict of interest according to the
regulations.
Chairman Chung appointed Independent Director Kuo-Shih Huang as the acting chairman for this
proposal and preside over the proceedings.
Resolution: Except for the director(s) who must be recused from the discussion due to conflict of interest, the
remaining directors present in proxy unanimously have no objection after consultation by the chairman,
and the proposal is passed.
3. The 6th Session of the 11th board of directors meeting dated December 21, 2020
Cause of action: Proposed to amend some articles of the Company's "Performance Bonus Issuance Management
Method," submitted for discussion.
Explanation:
1. The original "Performance Bonus Issuance Management Method" was deliberated and approved by the
Remuneration Committee and the board of directors on January 25, 2019.
2. For the key points of the amendments proposed, please refer to [Attachment IX; Omitted].
(1) [Fixed Performance Bonus] allocation ratio: The original method was "allocate 2.5% of the company
employees' full monthly salary as a fixed performance bonus budget every month." It is proposed to be
amended to "allocate 8.33% of the company employees' full monthly salary as a fixed performance
bonus budget every month."
(2) [Business Performance Bonus] calculation standard: The method’s original bonus calculation standard
was "Actual Loss Management Gross Profit > BP Loss Management Gross Profit." It is proposed to be
amended to "Actual Loss Management Gross Profit > Interest on Capital Occupation."
3. This case has been reviewed and approved by the 2nd Session of the 4th Salary and Remuneration
Committee, and submitted to the board of directors for resolution.
Discussion process: Because Chairman Chih-Ming Chung concurrently serves as the president, he recused himself to
waive discussion and exercise of voting rights due to conflict of interest according to the
regulations.
Chairman Chung appointed Independent Director Kuo-Shih Huang as the acting chairman for this
proposal and preside over the proceedings.
Resolution: Except for the director(s) who must be recused from the discussion due to conflict of interest, the remaining
directors present in proxy unanimously have no objection after consultation by the chairman, and the
proposal is passed.
  • 26 -
Position Name Actual
attendance No.
(B)
Attendance
by proxy
No.
Actual
attendance
rate (%)
(B/A)
Remarks
4. The 6th Session of the 11th board of directors meeting dated December 21, 2020
Cause of action: The Company's "2020 Year-end Bonus Expected to be Distributed," submitted for discussion.
Explanation:
1. Handled according to the "New Year Bonus Distribution Measures" formulated by the Company.
2. The Company's 2020 year-end bonus is estimated to be NT$18,650,586. There are 7 managers, and the total
issuance amount is expected to be NT$1,421,350; which accountes for 7.6% of the total amount. Please
refer to [Attachment 10; omitted] for details.
3. This case has been reviewed and approved by the 2nd Session of the 4th Salary and Remuneration
Committee, and submitted to the board of directors for resolution.
Discussion process: Because Chairman Chih-Ming Chung concurrently serves as the president, he recused himself to
waive discussion and exercise of voting rights due to conflict of interest according to the
regulations.
Chairman Chung appointed Independent Director Kuo-Shih Huang as the acting chairman for this
proposal and preside over the proceedings.
Resolution: Except for the director(s) who must be recused from the discussion due to conflict of interest, the remaining
directors present in proxy unanimously have no objection after consultation by the chairman, and the
proposal is passed.
III. The board of directors' evaluation and implementation status:
To collaborate with the Financial Supervisory Commission in the implementation of the new version of the corporate
governance blueprint, the Company's board of directors must conduct self (or peer) evaluation, and has formulated the
"Board of Directors Self-/Peer-Evaluation Methods" during the 17 Session of the 10th board of directors meeting dated
November 11, 2019 for compliance pursuant to Article 37 of the Corporate Social Responsibility Best Practice Principles
for TWSE/TPEx Listed Companies. The aforesaid Methods has entered into force in 2020.
Evaluation Cycle
Evaluation Period
Evaluation
Scope
Evaluation Method
Evaluation Content
Implement once per
year
Evaluate the performance
from January 1, 2020 to
December 31, 2020.
(The Audit Committee was
established after the
re-election of directors on
June 18, 2020, and the
evaluationperiodisfrom
Performance
evaluation of
the board of
directors,
individual
directors, Audit
Committee, and
Remuneration
Committee
Internal board
self-evaluation and
board member
self-evaluation
The evaluation indicators of board of
directors’ performance include five aspects:
A. Degree of participation in the Company’s
operations
B. Improvement of the quality of the board
of directors’ decision making
C. Composition and structure of the board
of directors
D. Selection and continuing education of
directors
E.
Internal control
The performance evaluation indicators for
the board of directors members include 5
major aspects:
A. Degree of participation in the Company’s
operations
B. Improvement of the quality of the board
of directors’ decision making
C. Composition and structure of the board of
directors
D. Selection and continuing education of
directors
E. Internal control
The performance evaluation indicators for
Audit Committee operations include 5 major
aspects:
A. Degree of participation in the Company’s
  • 27 -
Position Position Name Actual
attendance No.
(B)
Actual
attendance No.
(B)
Attendance
by proxy
No.
Actual
attendance
rate (%)
(B/A)
Actual
attendance
rate (%)
(B/A)
Remarks
June 18, 2020 to
December 31, 2020. )
operations
B. Recognition of the Audit Committee's
responsibilities
C. Improve the decision-making quality of
the Audit Committee
D. Audit Committee's composition and
member selection
E. Internal control
The performance evaluation indicators for
Salary and Remuneration Committee
operations include 4 major aspects:
A. Degree of participation in the Company’s
operations
B. Recognition of the Salary and
Remuneration Committee's responsibilities
C. Improve the decision-making quality of
the Salary and Remuneration Committee
D. Salary and Remuneration Committee's
composition and member selection
The Company has completed the 2020 self-evaluation on the board of directors’ performance. The evaluation results
were submitted to the 7th Session of the 11th board of directors meeting on March 24 ,2021 as the basis for review and
improvement. The self-evaluation results on the performance of the board of directors scored “extremely excellent (5)”
with 31 items and “excellent (4)” with 14 items, indicating that the board of directors has fulfilled the responsibility of
guiding and supervising the Company’s strategy, major business and risk management, and can establish appropriate
internal control system. Its overall operation status is good and in compliance with corporate governance requirements.
The self-evaluation results on the performance of the board of director members scored “extremely excellent (4)” with 4
items and “excellent (4)” with 19 items, indicating that the directors have positive comments on the efficiency and
effectiveness of the various indicator operations. The self-evaluation results on the performance of the Audit Committee
scored “extremely excellent (4)” with 17 items and “excellent (4)” with 5 items, indicating that the overall operation of
the Audit Committee is good, in conformance with corporate governance requirement, and can effectively enhance the
functions of the board of directors. The self-evaluation results on the performance of the Salary and Remuneration
Committee scored “extremely excellent (4)” with 17 items and “excellent (4)” with 2 items, indicating that the overall
operation of the Salary and Remuneration Committee is good, in conformance with corporate governance requirement,
and can effectively enhance the functions of the board of directors.
IV. The objectives of strengthening the board of directors’ functions in the current and most recent year (i.e., establishing an
audit committee, improving information transparency, etc.), and implementation status evaluation:
The Company has fully re-elected the board of directors at the 2020 shareholders meeting, and established an Audit
Committee on June 18, 2020 in accordance with regulations to replace the supervisory authority and strengthen the
functions of the board of directors.
June 18, 2020 to
December 31, 2020. )
operations
B. Recognition of the Audit Committee's
responsibilities
C. Improve the decision-making quality of
the Audit Committee
D. Audit Committee's composition and
member selection
E. Internal control
The performance evaluation indicators for
Salary and Remuneration Committee
operations include 4 major aspects:
A. Degree of participation in the Company’s
operations
B. Recognition of the Salary and
Remuneration Committee's responsibilities
C. Improve the decision-making quality of
the Salary and Remuneration Committee
D. Salary and Remuneration Committee's
composition and member selection
  • 28 -

(2) Supervisor's participation in the board of directors’ operations:

In the most recent year (2020), the board of directors met 8 times (A), and the attendance status of supervisors is as follows:

Position Name Actual
attendance No.
(B)
Attendance
by proxy No.
Actual attendance
rate (%)(B/A)

Remarks
Supervisor Jen-Liang
Hsiao
2 0 100%

2020.06.18 reelection;
Expected attendance
No.: 2
Supervisor Kuo-Hung
Wang
2 0 100%

2020.06.18 reelection;
Expected attendance
No.: 2
Other matters that must be recorded:
I.
The composition and responsibilities of the supervisor:
(1)
Communication between supervisors as well as company employees and shareholders
Supervisors irregularly inspect the business status of each unit, and communicate with
employees as well as shareholders through regular shareholder meetings.
(2)
Communication between supervisors as well as internal audit supervisors and accountants
Internal auditors submit audit reports to the supervisor on a regular and irregular basis, and
the CPA also regularly communicates with the supervisor regarding the audit results and make
recommendations every year.
II. If the supervisor has attended a board of directors meeting and made a statement of opinion; the
date of the board of directors meeting, the period, the proposal content, the results of the board of
directors’ resolutions, and how the Company handled the supervisor's opinion must be noted:
None.

(3) Audit Committee Operation Status

In the most recent year (2020) the Audit Committee met 4 times (A), and the attendance of independent directors is as follows:

Position Name Actual
attendance
No. (B)
Attendance
by proxy
No.
Actual attendance
rate (%)
(B/A)

Remarks
Independent
director
Kuo-Shih Huang 4 0 100% None
Independent
director
Chun-Feng Wu 4 0 100% None
Independent
director
Ming-Szu Yang 4 0 100% None
Other matters that must be recorded:
I.
If the Audit Committee members' operations involve any of the following; the date, period, proposal content,
theAudit Committee’s resolutions, and how the Company handled the Audit Committee’s opinions
must be noted:
  • 29 -
Position Name Actual
attendance
No. (B)
Attendance
by proxy
No.
Actual attendance
rate (%)
(B/A)

Remarks
(I)Issues listed in Article 14-5 of the Securities Exchange Act:
Board of
directors
meeting
date &
period
Agenda
Audit Committee
Resolution Results
and the
Company's
Handling of Audit
Committee
Opinions
2020.08. 07
11th
2nd Session
The Company passed its 2nd quarter consolidated financial report for
2020.
The Audit
Committee
members
unanimously
approved all
proposals, and the
board of directors
approved all
proposals in
accordance with
the
recommendations
of the Audit
Committee.
Proposal to amend the Company’s “Internal Control System Design
Instructions FP55-0010-G.”
Proposal to amend the Company’s “Internal Control Audit Implementation
Rules FP55-0011-G.”
Proposal to amend the Company’s “Self-assessment Operation Procedure
FP55-0012-G.”
Proposal to amend the Company’s “Procurement and Payment Cycle
CP-1000-G.”
Proposal to amend the Company’s“Sales and Collection Cycle CS-1000-G.”
2020.08. 21
11th
3rd Session
Issued the Company’s 2020 employee stock option certificate.
The Company expects to dispose of idle production equipment.
2020.11.09
11th
5th Session
Proposal to amend some articles of the Company’s “Subsidiary
Supervision and Management Method.”
Proposal to amend some articles of the Company’s “Insider Trading
Prevention and Important Internal Information Processing Management
Method.”
Proposal to amend some articles of the Company’s “Derivative
Commodity Transaction Engagement Management Method.”
2020.12.21
11th
6th Session
2021 annual operating plan and capital expenditure proposal.
Proposal to convert the Company’s 3A/3B factory buildings into
investment real estate.
The Company plans to undertake the 3rd domestic secured corporate
bond conversion.
Proposal to amend some articles of the Company’s “Financial Statements
Preparation Process Management Method.”
Proposal to amend some articles of the Company’s “Performance Bonus
Issuance Management Method.”
The Company’s“2020 Year-end Bonus Expected to be Distributed.”
(II) In addition to the aforesaid matter, other matters that have not been approved by the Audit Committee
but approved by over two-thirds of all directors: None.
II. During recusal of independent directors due to conflict of interest; the content of the proposals, the reasons
for the recusal, and the circumstances of their participation in voting must be noted: None.
III. The communication between independent directors, internal audit supervisors, and CPA is
summarized as follows: (including information on Company finances, communication on major
matters related to business conditions, methods and results, etc.):
1. In general, the audit supervisor and CPA may directly contact the independent directors as needed, and
the communication status is good.
2. The communication status is shown in the table below:
Audit
Committee
Date,Period
Communication with internal control supervisor on
major issues
Communication with CPA on
major issues
2020.08. 07
1st
1st Session
Amended the Company’s “Internal Control System
Design Instructions.”
Amended the Company’s “Internal Control Audit
Implementation Rules.”
Amended the Company’s “Self-assessment Operation
Procedure.”
Review the Company's 2nd
quarter consolidated financial
report for 2020.
  • 30 -
Position Position Name Actual
attendance
No. (B)
Attendance
by proxy
No.
Actual attendance
rate (%)
(B/A)
Actual attendance
rate (%)
(B/A)

Remarks
Amended the Company’s “Procurement and
Payment Cycle.”
Amended the Company’s “Sales and Collection
Cycle.”
2020.11.09
1st
3rd Session
Review the 2020 Internal Audit Plan.
Amended the Company’s “Subsidiary Supervision
and Management Method.”
Amended the Company’s “Insider Trading Prevention
and Important Internal Information Processing
Management Method.”
Amended the Company’s “Derivative Commodity
Transaction Engagement Management Method.”
Review the 3rd quarter audit implementation status
report for 2020.
Review the Company's 3nd
quarter consolidated financial
report for 2020.

(4) The Company's corporate governance operation status, deviation from the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies,” and the reasons

reasons
Assessment Items OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
I. Has the Company established and disclosed a
code of practice on corporate governance
pursuant to the “Corporate Social
Responsibility Best Practice Principles for
TWSE/TPEx Listed Companies”?
The Company’s board of directors has passed a resolution
on March 26, 2015 to formulate the “Code of Practice for
Corporate Governance” and submitted a report to the
2015 general shareholders meeting. The relevant content
can be found in the corporate governance area of the
Market Observation Post System.





No difference.
II. Company Shareholding Structure and
Shareholders' Equity
(I)
Has the Company established internal
operating procedures to handle shareholder
suggestions, doubts, disputes, litigation
matters, and implement them in accordance
with the procedures?
(II) Does the Company have a list of the major
shareholders who actually control the
Company as well as the final controller of
the major shareholders?
(III) Has the Company established and
implemented risk control and firewall
mechanisms between related companies?
(IV) Has the Company established internal
regulations to prohibit insiders from using
undisclosed information on the market to
buyand sell securities?



(I) The Company has established the Stock Affairs
Management Method and appointed dedicated
personnel (spokesperson, proxy spokesperson, stock
affairs, etc.) to deal with shareholder suggestions,
doubts, disputes and other issues. Moreover, if legal
issues are involved, the legal affairs unit shall be
requested to provide assistance.
(II) The Company has a good grasp of the list of major
shareholders and the controllers of the major
shareholders according to the shareholders register
list on the closing date.
(III) The Company has formulated the "Affiliate and Group
Enterprise
Transaction
Handling
Method"
and
"Subsidiary Monitoring Operation Method," which are
controlled in accordance with the Company's internal
control system.
(IV) The Company has established the "Important Internal
Information Handling and Insider Trading Prevention
Procedure" to prevent the occurrence of insider
trading.
No difference.
  • 31 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
III Composition and Responsibilities of the Board
of Directors
(I) Has the board of directors formulate and
implement a members composition
diversification policy?
(II) Has the company voluntarily established
various other functional committees in
addition to the Salary and Remuneration
Committee and the Audit Committee
according to the law?
(III) Has the Company established a board
performance assessment measure and
evaluation method, implemented
performance evaluation annually and
regularly, reported the results of the
performance evaluation to the board of
directors, and applied the results to individual
directors' salary and nomination renewal?
(IV)Has the Company regularly assesses the
independence of CPAs?



(I) The directors of the Company all have experience in
business,
legal
affairs,
finance,
accounting
or
corporate business, and can provide diverse opinions
to the board of directors and enhance operational
development.
(II) In addition to setting up a Salary and Remuneration
Committee in accordance with the law, the Company
will
establish
a
comprehensive
supervision
mechanism, strengthen management functions, and
consider the competent authority's recommendations
to add additional functional committees in the future
based on the Company's operational needs.
(III) The Company has formulated the "Board of Directors
Self-/Peer-Evaluation Methods" on November 11,
2019 at the 17th Session of the 10th board of
directors meeting for compliance and to review the
performance evaluation of the board of directors
within the prescribed period. Internal self-evaluation
of the board of directors, self-evaluation of directors,
peer evaluation, appointment of external experts or
other appropriate performance evaluation methods
may be adopted for the evaluation. The appraisal
items of the board's performance evaluation include
the following 5 major aspects:
1. Participation in the operation of the company;
2. Improvement of the quality of the board of
directors' decision making;
3. Composition and structure of the board of
directors;
4. Selection and continuing education of directors.
5. Internal control.
The
Company
has
completed
the
2020
self-evaluation on the board of directors’
performance. The evaluation results were
submitted to the board of directors meeting as
the references for future director selection or
nomination as well as salary and remuneration
for individual directors. For the evaluation
results, please refer to the "Board Evaluation
Implementation Status" (page 27) of the "Board
of Directors Operation Status" in this annual
report.
(IV) The Company's board of directors has assessed the
independence and competence of the CPA when
appointing the CPA, and confirmed the CPA's
independence regularly during the appointment. In
addition, when CPAs have direct or indirect interest in
the commissioned matters, they must also be recused
and comply with the internal rotation regulations in
accordance with the law. Therefore, declarations of
independence and professional ethics have been
signed by CPA Jacky Chen and CPA Shu-Yin Chang.
March 24, 2021, appraisal of the independence of
the board of directors' CPAs:
No difference.
  • 32 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
Appraisal Item Appraisal
Results
Status of
Independence
Compliance
1. Does the CPA have a direct or significantly
indirect financial interest relationship with
the Company?
No Yes
2. Does the CPA have any loan or guarantee
behavior with the Company or the directors
of the Company?
No Yes
3. Does the CPA have a close business
relationship and potential employment
relationshipwith the Company?
No Yes
4. Has the CPA or his/her audit team
members served as directors or managers of
the Company or have a significant impact on
the audit work presently or in the last two
years?
No Yes
5. Has the CPA every provided the Company
with non-audit service items that may
directlyaffect the audit work?
No Yes
6. Has the CPA ever broker stocks or other
securities issued bythe Company?
No Yes
7. Has the CPA served as the defender of the
Company or represented the Company to
arbitrate conflictswithother third parties?
No Yes
8. Is the CPA related to the Company’s
directors, managers, or persons who have
significant influence on the audit case?
No Yes
IV. Has the Company deployed competent and
appropriate number of corporate
governance personnel, and designated a
head of corporate governance to take charge
of corporate governance related matters
(including, but not limited to, providing
information required by directors and
supervisors to perform operations, assisting
directors and supervisors with legal
compliance issues, handle board of directors
and shareholders meeting related matters in
accordance with the law, making board of
directors and shareholders meeting
minutes)?

The Company has established a full-time Corporate
Governance Unit. The Stock Affairs Unit is responsible for
corporate governance related affairs, and the financial
and accounting supervisor is also the corporate
governance supervisor who is responsible for providing
the directors and supervisors with the information
needed to perform business operations, assisting the
directors and supervisors to comply with laws and
regulations, handling the board of directors and
shareholders meeting related matters in accordance with
the law, and preparing board of directors and
shareholders meeting minutes.
No
significant
difference.
V.
Has the Company established
communications with stakeholders
(including, but not limited to, shareholders,
employees, customers, and suppliers) and
set up a special area for the stakeholders in
the company website to appropriately
respond to the key corporate social
responsibility issues that are of concern to
the stakeholders?
The Company has established communications with
stakeholders and set up a special area for the
stakeholders in the company website to appropriately
respond to the key corporate social responsibility issues
that are of concern to the stakeholders.
No difference.
VI. Has the Company commissioned a
professional stock affairs agency to handle
the shareholders meetingaffairs?
The Company has commissioned the Grand Fortune
Securities Stock Agency Department to handle the
shareholders meetingrelated affairs.
No difference.
VII. Information Disclosure
(I) Has the Company's established a website to
disclose its financial business and corporate
governance information?
(II) Has the Company adopted other information
disclosure methods (such as setting up an
English website, appointing a special person
to take charge of company information
collection and disclosure,implementinga

(I) The Company's website at: www.gtoc.com.tw has
clearly disclosed the financial business and corporate
governance related information for reference by the
shareholders and the general public.
(II) The Company has established its website in Chinese
and English, appointed a special person to take charge
of company information collection and disclosure,
implemented
a
spokesperson
system
(one
spokesperson and oneproxyspokesperson),and
No significant
difference.
  • 33 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
spokesperson system, or place the corporate
briefing process in the Company’s website)?
(III) Has the Company announced and declared
the annual financial report within two
months after the end of the fiscal year; and
published the 1st, 2nd, and 3rd quarter
financial reports as well as the monthly
operating status within the prescribed
deadline?

placed its corporate briefing processes in the
Company’s website.
(III) The Company did not publish its annual financial
report within 2 months after the end of the fiscal year,
but did publish its 1st, 2nd, and 3rd quarter operating
status reports prior to the specified deadlines. In the
future, the Company will publish its annual financial
report within 2 months after the end of the fiscal year
in order to strengthen corporategovernance.
VIII. Is there any further information that may
help to understand the Company’s corporate
governance status better (including, but not
limited to, employees' rights, employee care,
investor relation, supplier relation,
stakeholders' rights, the continuing
education of the directors and supervisors,
risk management policy and risk assessment
in action, the pursuit of customer policy, and
the protection of the directors and
supervisors via professional liability
insurance)?

(I)
Employee rights and care:
1. In addition to providing employee labor insurance,
national health insurance, and regular monthly
retirement pensions in accordance with the law; the
Company has also planned and purchased
comprehensive group insurance for its employees.
2. Provides abundant education and training resources
such as regular internal and external training as well
as learning courses.
3. Provides subsidies for leisure travel activities to help
employees properly plan leisure and entertainment
activities.
4. Provides marriage, childbirth, birthday, and other
gifts as well as funeral condolences.
5. To help employees satisfy their food, clothing,
housing, and transportation needs; the Company
provides staff dormitories, lounges, restaurants,
breastfeeding rooms, transportation vehicles,
motorcycle parking lot, and other facilities.
6. The physical and mental health of employees are
important. So, the Company provides employees
with regular annual health checkups, irregular health
lectures and forums, as well as full-time nursing staff
and health management centers with resident
physicians to offer health diagnosis and consultation
to employees.
7. Encourages employees to study and enrich
themselves during their spare time, and provide
scholarships to the children of employees.
8. The Company regularly purchases various types of
books for employees to borrow in order to
strengthen the reading atmosphere.
9. The Company cares for employees and their family
life, and provides appropriate assistance solutions on
an individual cases to help employees solve their
problems. If an employee encounters a major
accident or emergency, the employee can apply to
the Company for emergency relief to help solve
his/her urgent needs.
10. The Welfare Committee of the Company attaches
importance for the employees to reach a balance
between work and family life, and has planned
diverse activities each year such as employee family
days suitable for the whole family to increase
opportunities for employees to interact with their
families. The Company has also organized theme
activities during festivals to encourage employees to
actively participate and relievepressures from work.
(II) Investor relations: The Companyhas established a
No significant
difference.
  • 34 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description




comprehensive spokesperson system to handle
shareholder suggestions, doubts, and disputes; and
disclosed Company information according to the
relevant laws and regulations in order to protect the
rights and interests of investors and maintain good
relations.
(III) Supplier relations: The Company has established a
stably supply chain under the principle of equality and
mutual benefit, and formulated the "Safe Supply
Chain Partnership Evaluation Standard Management
Method” to ensure that the supplier quality,
specifications, and risk assessment can meet the
high-quality corporate safety review and verification
standards; and the parties can jointly pursue
sustainable operations.
(IV) Rights of stakeholders: The Company has maintained
smooth notification and communication channels
with correspondent banks, employees, customers,
and suppliers. The Company also respects and
safeguards their rights and interests, and can quickly
and properly respond to stakeholder-concern related
issues.
(V) 2020 director and supervisor in-service training
status:
Position
Name
Training
Date
Course Name
Independe
nt director
Kuo-Shih
Huang
2020/03/16Business Tax Declaration Key
Points and Questions
2020/09/21Share-based Payment
Transaction Practice
Independe
nt director
Chun-Fen
g Wu
2020/07/29
Corporate Governance and
Corporate Sustainability
Workshop
2020/12/24 Insider Trading Prevention
Independe
nt director
Ming-Szu
Yang
2020/08/25
2020/08/26
(Independent) Director,
Supervisor, and Corporate
Governance Executive Practical
Seminar
Supervisor
/Director
Kuo-Hung
Wang
2020/8/11
Major Company Information
Disclosure & Responsibilities of
Directors and Supervisors
2020/8/11
The Effects of New Company
Act on Directors, Supervisors,
and Shareholders
Director
Chih-Min
g Chung
2020/11/12
2020 Corporate Governance √
Corporate Integrity Promotion
Conference for Directors and
Supervisors
(VI) Risk management policies and risk measurement
standards implementation status: The Company has
focused on its core industry as well as complied with
relevant laws and regulations in order to execute
different policies to reduce and prevent any possible
risks.
(VII)Customer policy implementation status: The Company
has designated personnel to maintain regular
communication channels between the Company and
its customers. The goals are to grasp customer
dynamics at all times and ensure the best interests of
all parties via a good negotiation mechanism. In
  • 35 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
addition, the Company also uses annual customer
satisfaction surveys to obtain feedbacks from
customers and conduct self-review in 4 aspects:
quality, delivery deadline, services, and processing
capability.
(VIII) Circumstances in which the company purchases
liabilityinsurance for directors and supervisors:
The Insured
Insurance
Company
Insurance
Amount
Insurance Period
All Directors
and
Supervisors
Cathay
Century
Insurance
USD5,000,000
From 2020/01/01
To 2011/01/01
All Directors
and
Supervisors
Cathay
Century
Insurance
USD5,000,000
From 2021/01/01
To 2011/01/01
The Company’s board of directors reported dated March
24, 2021: Liability Insurance for Directors, Supervisors,
and Managers.
Explanation:
According to the Company's Articles of Incorporation and
Corporate Social Responsibility Best Practice Principles,
the Company has purchased the “Cathay Directors and
Officers Liability Insurance” effective from January 1,
2021 to January 1, 2022 in order to reduce and disperse
the risk of major damages to the Company and
shareholders due to errors or negligence from directors,
supervisors, and managers. Important contents such as
insurance evaluation comparison, insured amount,
coverage, and insurance premium rate are listed in this
report.











IX. Please explain the improvement status regarding the corporate governance evaluation results from the TWSE Corporate Governance Center,
andproposepriorityimprovement items and measures for items that have not improved:
Question
Number
Indicators
Improvement Status/Priority Enhancement Items and
Measures
1.6
Does the Company hold a regular shareholder meeting before the end of May?
The matter is handled according to the business plan for
the current year. In the future, it can be convened in
advance toimprove corporate governance.
1.9
Does the Company also upload the English version of the meeting notice 30 days
prior to the shareholders meeting?
At present, no English meeting notice has been created. It
will be planned in the future to increase the foreign
shareholdingratio.
1.10
Does the Company upload the English version of the meeting handbook and
supplementarymaterials 30 days priorto a shareholdersmeeting?
Will be implemented starting 2021 according to
provisions.
1.11
Does the Company upload the English version of the annual report 7 days prior to
the shareholdersmeeting?
English annual report will be formulated starting 2021
according to provisions.
1.15
Have the Company established internal rules and disclosed them on the
Company’s website to prohibit insiders such as Company directors or employees
fromusinginformationthatisnot availableinthemarketforprofit?
This matter is planned for the future to improve
corporate governance.
2.2
Has the Company formulated a board member diversification policy, and disclose
the specific management objectives and implementation status of the
diversificationpolicy onthe Company'swebsite and annual report?
This matter is planned for the future to improve
corporate governance.
2.3
Are the Company’s chairman, president, or other persons of equivalent rank (top
executives) the same person or each other's spouse or relatives of first degree?
At present, these positions are held by the chairman. This
matter is planned for the future to improve corporate
governance.
2.6
Does the company's board of directors include at least one female director?
This matter is planned for the future to improve
corporate governance.
2.7
Has the Company voluntarily established more independent director seats than
that required by law?
The Company plans to voluntarily establish more
independent director seats than that required by law
during thenext directorand supervisor reelection.
2.9
Has the Company formulated succession plans for board members and important
management executives, and disclose such operations on the Company's website
orannual report?
This matter is planned for the future to improve
corporate governance.
2.11
Has the Company disclosed the discussion matters and resolutions of the Salary
and Remuneration Committee as well as how the Company handled the members’
opinionsin its annual report?
This matter is planned for the future to improve
corporate governance.
  • 36 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
2.13 Has the Company's Salary and Remuneration Committee members attended at
least twice a year and disclosed the regular performance review information for
directors, supervisors, and managers as well as the remuneration policies,
systems, standards, and structures?
This matter is planned for the future to improve
corporate governance.
2.14 Has the Company established a functional committee other than that required by
the law with no less than 3 members, over half of the members are independent
directors, one or more members possessing the professional capabilities required
by the committee, and disclosed the committee's composition, responsibilities,
and operations?
This matter is planned for the future to improve
corporate governance.
2.15 Has the Company disclosed its communication status between independent
directors, internal audit supervisors, and CPAs (such as the methods, matters, and
results of communicating the Company's financial report and financial business
status) onthe Company'swebsite?
This matter is planned for the future to improve
corporate governance.
2.21 Has the Company established a corporate governance director to take charge of
corporate governance related matters, and explained its scope of authority,
operation execution focus for the current year, continual training status in the
Company’swebsite and annual report?
These matters are planned for June 2021.
2.22 Has the Company formulated risk management policies and procedures approved
by the board of directors as well as disclosed the scope of risk management,
organizationalstructure, and operating conditions?
This matter is planned for the future to improve
corporate governance.
2.23 Has the Company’s board of directors’ performance evaluation measures been
approved by the board of directors, clearly stipulated that external evaluations
must be implemented at least once every 3 years and within the deadlines set by
the measures, and disclosed the performance evaluation results on the Company’s
website orannual report?

This matter is planned for the future to improve
corporate governance.
2.24 Has the Company established an information security risk management
framework, formulated information security policies and specific management
plans, and disclosed themonthe Company'swebsite orannual report?
This matter is planned for the future to improve
corporate governance.
2.27 Has the Company formulated an intellectual property management plan linked to
its operational goals, disclosed its implementation status on the Company's
website or annual report, and reported to the board of directors at least once a
year?
This matter is planned for the future to improve
corporate governance.
2.28 Has the Company established provisions for the appointment, dismissal,
evaluation, and salary and remuneration of internal auditors; reported the
provisions to the board of directors or submitted the provisions to the audit
supervisor for the chairman of the board of directors to sign-off after review by
the board ofdirectors; and disclosed the provisions onthe Company'swebsite?
This matter is planned for the future to improve
corporate governance.
2.30 Has at least one of the Company's internal auditors obtained an international
internalauditor,internationalcomputerauditor, orCPAcertification license?
This matter is planned for the future to improve
corporate governance.
3.2 Has the Company published important messages in English simultaneously? This matter is planned for the future to improve the
foreign holdingratio.
3.3 Has the Company complied with the Taipei Exchange Rules Governing Information
Reporting by Companies with TPEx Listed Securities without receiving any
penalties?
The Company will reference the latest Taipei Exchange
Rules Governing Information Reporting by Companies
with TPEx Listed Securities to make the relevant
announcements, and actively participate in declaration
promotion meetings to prevent violations and enhance
corporate governance.
3.4 Has the Company published its annual financial report within 2 months after the
end of each fiscalyear?
This matter is planned for the future to improve
corporategovernance.
3.5 Has the Company uploaded the English version of the financial report to the
Market Observation Post System 7 days prior to the general shareholders
meeting?
Will be implemented starting 2021 according to
provisions.
3.6 Has the Company disclosed the interim financial report in English within 2 months
after the reporting period for the Chinese version of the interim financial report
expired?
The Company has planned to disclose full financial reports
in English in the future to increase the foreign
shareholdingratio.
3.8 Has the Company voluntarily published its 4-quarter financial forecast reports and
related operations without been corrected by the competent authority or
disciplined by theTaiwanStock Exchange ortheTaipei Exchange?
This matter is planned for the future to improve
corporate governance.
3.10 Has the Company’s financial report been approved by the board of directors or
been submitted to the board of directors 7 days prior to the announcement
deadline, and published the financial report within 1 day after the approval date
orthereporting date?
This matter is planned for the future to improve
corporate governance.
3.13 Has the Company's annual report voluntarily disclosed the individual
remuneration informationondirectors and supervisors?
This matter is planned for the future to improve
corporate governance.
3.18 Has the Company establish an English company website that contains finance,
business, and corporate governance related information?
The Company has established an English company
website, but some information is not yet complete. The
Company plans to handle the matter in the future in
ordertoincrease theforeignshareholdingratio.
  • 37 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus OperatingStatus Deviation from the
“Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies” and the
reasons.
Yes No Summary Description
3.20 Has the Company been invited (or on its own) to hold at least 2 corporate
briefings, and is the interval between the 2 corporate briefings at the beginning
and the end of the evaluation year at least 3 months apart?
In the future, the Company plans to be invited (or on its
own) to hold 2 corporate briefings in order to enhance
company information transparency and exposure as well
as corporate governance.
3.21 Has the Company's annual report disclose information regarding individual
remuneration for the president and vice president?
This matter is planned for the future to improve
corporate governance.
4.1 Has the Company set up a full-time (part-time) unit to promote corporate social
responsibility; conducted risk assessments on environmental, social, and
corporate governance issues related to the Company's operations in accordance
with the principle of materiality; formulated the relevant risk management
policies or strategies; and disclosed such information in the company website and
annual report?
This matter is planned for the future to improve
corporate governance.
4.2 Has the Company set up a full-time (part-time) unit to promote corporate integrity
management and take change of the formulation, supervision, and
implementation of integrity management policies and prevention plans; explained
the operation and implementation status for this unit in the company website and
annual report; andreported to the board ofdirectors atleast once a year?
The Company has formulated a corporate social
responsibility vision and strategic policy, and disclosed
them in the company website. The specific promotion
plan will be established in the future and disclosed in the
annual report and companywebsite.
4.4 Has the Company formulated the report before the end of September according
to the internationally accepted guidelines for the report preparation, and
uploaded the corporate social responsibility report on the Market Observation
Post System and the company website?
The Company has formulated a Corporate Social
Responsibility Code of Conduct and compiled a corporate
social report, but they have not yet been published. In the
future, such publications will be scheduled in order to
enhance disclosure for the Company's non-financial
information.
4.5 Has the corporate social responsibility report prepared by the Company been
verified by a third party?
In the future, corporate social responsibility reports will
be formulated according to the Company's operational
scale and needs, and the Company plans to obtain
third-party verification in order to improve corporate
governance.
4.6 Has the Company referenced the International Bill of Human Rights to formulate
human rights protection policies and specific management plans, and disclosed
themonthe companywebsite orannual report?
This matter is planned for the future to improve
corporate governance.
4.7 Has the Company signed collective agreements with trade unions pursuant to the
CollectiveAgreementAct?
This matter is planned for the future to improve
corporate governance.
4.11 Has the Company disclosed its greenhouse gas emissions, water consumption, and
total weight of waste for the past 2 years?

This matter is planned for the future to improve
corporate governance.
4.12 Has the Company formulated any energy saving and carbon reduction,
greenhouse gas reduction, water use reduction, or other waste management
related policies?
This matter is planned for the future to improve
corporate governance.
4.15 Has the Company disclosed its integrity management policy approved by the
board of directors in the company website or annual report, which also stipulates
the specific practices and dishonest behaviorprevention methods?
This matter is planned for the future to improve
corporate governance.
4.17 Has the Company formulated supplier management policies that require suppliers
to follow the relevant regulations on environmental protection, occupational
safety, and health or labor human rights; disclosed such policies in the company
website or corporate social responsibility report; and explained the
implementationstatus?
This matter is planned for the future to improve
corporate governance.
  • (5) If the Company has established a remuneration committee, please disclose its composition, responsibilities, and operating status:

The Company's board of directors has passed a resolution to set up a Salary and Remuneration Committee on May 10, 2011. and appointed the 4th Salary and Compensation Committee members on June 18, 2020. The member positions are currently held by 3 independent directors: Huang, Kuo-Shih, Wu, Chun-Feng, and Yang, Ming-Szu. The Salary and Remuneration Committee performs the following functions and powers, and submits the recommendations to the board of directors for discussion:

  • I. Evaluate and supervise the Company's overall supervision policy.

  • II. Evaluate and approve the salary levels of directors/supervisors.

  • III. Evaluate and approve the salary levels of company managers.

  • IV. Review the remuneration of directors/supervisors and senior managers on an irregular basis according to factors such as company objectives, operating performance, and

  • 38 -

competitive environment.

  • V. The remuneration of directors, supervisors and managers of the Company's subsidiaries: If the decision-making matters are subject to the approval of the Company's board of directors according to the subsidiary's hierarchical responsibility, this committee must make the recommendations and submit them to the board of directors for discussion.

  • VI. The salary and remuneration referred to in the Organizational Regulations include cash remuneration, stock options, dividends, retirement benefits or severance payments, various allowances, and other substantial incentive measures. The scope must comply with the guidelines for items that must be recorded in annual reports published by listed companies regarding director, supervisor, and manager remuneration.

  • VII. Salary and Remuneration Committee operating status: (1) The Salary and Remuneration Committee of the company was established on May 10, 2011 with 3 members. The term of office of the current members: June 18, 2020 to June 17, 2023. The most recent (2020) annual Salary and Remuneration Committee has met 3 times.

(1) Information on the members of the Salary and Remuneration Committee:

Identity
Type
Condition
Name
Has over 5 years of work experience
and the following professional
qualification
Has over 5 years of work experience
and the following professional
qualification
Has over 5 years of work experience
and the following professional
qualification
Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Independence Compliance Status (note 1) Number of members
who are concurrently
serving as the Salary
and Remuneration
Committees Members
of other publicly issued
companies.
Remarks
(Note 2)
Public or
private
college and
university
lecturer or
higher
positions as
required by
the business
affairs, legal
affairs,
finance,
accounting,
or corporate
business-rel
ated
department
s
A professional or
technician who
has passed the
national
examination for
professionals
such as court
judge,
prosecutor,
lawyer, certified
public
accountant, or
any other
expertise
required for the
business
operation of the
Company with
the issuance of a
certificate of
completion
Has work
experienc
e required
for
business,
legal
affairs,
finance,
accountin
g, or
corporate
business.
1 2 3 4 5 6 7 8 9 10
Independe
nt director
Kuo-Shih
Huang
3 Not
applicable
Independe
nt director
Chun-Feng
Wu
0 Not
applicable
Independe
nt director
Ming-Szu
Yang
2 Not
applicable

Note 1: Members who meet the following qualifications 2 years before assumption of office and at the time of office must put a “” in the appropriate space.

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

  • (2) Not a director or supervisor of the Company or its affiliates (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (3) Not one of the top 10 natural person shareholders or one who holds over 1% of the Company’s total shares under the name of another or their spouse or minor children.

  • (4) Not a manager listed in (1) or a spouse, a relative within the second degree of kinship, or a direct blood relative within the third degree of kinship listed in (2) and (3).

  • (5) Not a director, supervisor, or employee of any company that has 5% or higher ownership interest in the Company or among the top-5 corporate shareholders of the Company, or a corporate shareholder representative appointed to serve as a company director or supervisor pursuant to Paragraph 1 or 2 of Article 27 of the Company Act (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (6) Not a director, supervisor, or employee of another company controlled by the same person who is part of the Company’s board of directors or holds over half of the Company’s voting rights (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

  • (7) Not a director (trustee), supervisor (auditor), or employee of another company or organization who is the same person or a spouse of the Company’s

  • 39 -

chairman of the board, president, or equivalent (this restriction does not apply to mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company that are established in accordance with local laws or laws of the registered country).

(8) Not a director (trustee), supervisor (auditor), manager, or shareholder holding over 5% of shares from a specific company or organization with financial or business dealings with this Company (this restriction does not apply if the specific company or organization holds over 20% and no more than 50% of the Company’s shares and the mutual concurrent independent director positions in the Company, its parent company or subsidiary, or subsidiaries belonging to the same parent company are established in accordance with local laws or laws of the registered country).

(9) Not a business, legal affairs, finance, accounting, other related service professional, or an owner, partner, director (trustee), supervisor (auditor), or manager (or their spouse) of a sole proprietorship, partnership, company, or organization that has audited the Company or its affiliates or received a cumulative amount of remuneration of no more than NT$500,000 in the past two years. However, this restriction does not apply to a member of the remuneration committee, public tender offer review committee or special committee for mergers and acquisitions, who exercises powers pursuant to the “Securities and Exchange Act,” the “Business Mergers and Acquisition Act,” or the relevant laws and regulations.

(10) With no condition listed by Article 30 of Company Act.

Note 2: If the members are directors, please indicate if they meet Paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.”

(2) Information on the Salary and Remuneration Committee operations:

I. The Company's Salary and Remuneration Committee has 3 members.

II. Term of office for current members: June 18, 2020 to June 17, 2023. The Salary and Remuneration Committee met 3 times in the most recent year (A), and the qualifications and attendance of the members are as follows:

Position Name Actual
attendance
No. (B)
Attendance by
proxy No.
Actual attendance
rate (%)
(B/A)
(Note)
Remarks
Committee
member
Kuo-Shih
Huang
3 0 100% Convener
Committee
member
Chun-Feng
Wu
3 0 100%
Committee
member
Ming-Szu
Yang
3 0 100%
Other matters that must be recorded:
I.
If the board of directors does not adopt or amend the Salary and Remuneration Committee’s recommendations; the
date of the board of directors meeting, the period, the content of the proposal, the results of the board of directors’
resolutions, and the Company’s handling of the Remuneration Committee’s opinions must be noted (such as the
remuneration approved by the board of directors is better than the recommendation of the remuneration committee,
the difference, and the reason): None.
II. For Salary and Remuneration Committee's resolutions, if members have objections or reservations and made records
or written statements; the Salary and Remuneration Committee’s meeting date, period, proposal content, all
members’ opinions, and the Company’s handling of the Salary and Remuneration Committee’s opinions must be
noted: None.

(V) Social responsibility fulfillment status as well as deviation from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reasons:

Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons:
Yes No Summary Description
I.
Has
the
Company
conducted
risk
assessments on environmental, social,
and corporate governance issues related
to
the
Company's
operations
in
accordance
with
the
principle
of
materiality;and formulated the relevant







The Company has conducted regular assessment
and effective management on labor practices
and professional ethics risks in order to prevent
and reduce any such existing and potential risks
in labor practices and professional ethics. The
goal is to enablepersonnel management to
No significant
difference.
  • 40 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons:
Yes No Summary Description
risk management policies or strategies? achieve risk prevention as well as legal and
efficient operations; meet the corporate social
responsibility (CSR) standards; and formulate
CSR risk assessment and management,
environmental consideration, and hazard
identification relatedprocedures.
II.
Has the Company established a full (part)
time unit to promote CSR, and has the
board of directors authorized the senior
management to handle the matters and
report the handling status to the board
of directors?






The Company has established the Social and
Environmental Responsibility (SER) Committee
on November 30, 2015. The chairman of the SER
Committee is the president, and the
committee's director general and executive
members were also established. The SER
Committee is responsible for promoting social
and environmental responsibility policies,
establishing targets and plans, providing
supervision, as well as improvement and
implementation. It operates under the spirit of
P-D-C-A to achieve a balance of interests among
shareholders, employees, society, and all
stakeholders; review the performances; and
propose improvement measures. It also reviews
the execution and operation effectiveness of key
related items such as corporate governance,
sustainable environment development, social
welfare maintenance, and corporate social
information disclosure as well as the
shareholders related issues; which must be
reported to the chairman of the SER Committee
and be included in follow-upreviews.
No significant
difference.
III.
Environmental Issues
(I) Has the Company established an
appropriate environmental management
system according to its industrial
characteristics?
(II) Is the Company committed to improving
resources utilization efficiency and using
recycled materials that can lower the
impact on environmental?





(I)
The
Company
has
established
the
Occupational
Safety,
Health,
and
Environmental Protection Department; and
is committed to complying with the green
environmental competition policies by
passing
the
ISO14001
certification,
establishing the hazardous substance free
(HSF) policy, complying with the relevant
laws
and
international
conventions,
continuing to reduce process waste and
ban the use of environmentally hazardous
substances, and implementing pollution
prevention in order to create a sustainable
development environment.
(II) The Company is committed to improving
resource utilization via e-document sign-off
through the legal document review system
and SPM electronic process. This effort can
effectively reduce paper consumption,
enable the Company to comply with the
environmentalprotection laws,and meet
No significant
difference.
  • 41 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons:
Yes No Summary Description
(III) Has the Company assessed the potential
risks and opportunities of climate change
for the present and in the future, and taken
measures
to
address
climate-related
issues?
(IV) Has the Company calculated its greenhouse
gas emissions, water consumption, and
total weight of waste for the past two
years; and has the Company formulated
any energy saving and carbon reduction,
greenhouse gas reduction, water use
reduction, or other waste management
relatedpolicies?













resource
recycling
and
classification
requirements.
(III) In light of the global climate change, the
Company’s
Green
Building
Business
Division has actively promoted the Low-E
energy-saving glass, plug-in-free defogging
mirrors, and chemical-free easy-clean glass
to effectively promote the environmental
protection concept.
(IV) The Company has regularly conducted
greenhouse gas inventories, and cultivated
seed
staff
to
handle
the
relevant
operations, and disclosed the greenhouse
gas management status to stakeholders.
4. Social Issues
(I) Has the Company formulated the relevant
management
policies
and
procedures
according to the relevant regulations and
international human rights conventions?
(II) Has
the
Company
formulated
and
implemented reasonable employee welfare
measures
(including
compensation,
vacations,
and
other
benefits),
and
appropriately
reflected
its
operating
performances or results in employee
compensation?
(III) Has the Company provided a safe and
healthy work environment, and regularly
implemented safety and health education
for employees?
(IV) Has the Company establish an effective
career development training program for
employees?




















(I)
The Company has formulated the relevant
management policies and procedures in
accordance
with
labor
laws
and
international human rights conventions in
order to protect the legal rights of
employees and adopt discrimination-free
employment policies.
(II) The
Company
has
established
the
appropriate “Salary Management Method,”
“Performance
Bonus
Issuance
Management Method,” “Annual Bonus
Issuance
Management
Method,”
and
adopted reasonable employee welfare
measures to adequately reflect operating
performances or results in employee
remuneration.
(III) The Company provides employees with a
clean and tidy work environment as well as
safety and protection equipment needed to
ensure the safety and health of employees,
and the supervisors and industrial safety
units have conducted work environment
and hazard prevention inspections on an
irregular basis. The Company also attaches
great importance to the health of its
employees,
offers
employee
health
examinations that are superior than those
required by the laws and regulations, and
spares no effort in providing care and
promoting employees' health.
(IV) The Company has established an effective
career development training plan for
employees,andprovides trainingaccording
No significant
difference.
  • 42 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons:
Yes No Summary Description
(V) With regard to customer health and safety,
customer privacy, or marketing and labeling
of products and services; has the Company
followed the relevant regulations and
international
standards
as
well
as
formulated related consumer protection
policies and appeal procedures?
(VI) Has the Company formulated supplier
management policies that require suppliers
to follow the relevant regulations on
environmental
protection,
occupational
safety and health or labor human rights,
and implement accordingly?












to work position and function in 4 major
categories: management, professionalism,
general
education,
and
labor
safety
regulations. The Company also provides
internal and external training according to
actual needs in order to enhance the
professionalism of employees in the
workplace.
(V) The Company has passed the IECQ QC
080000 hazardous substance management
standard, referenced the EU RoHS Directive
2015/863, monitored the compliance of its
products
and
services,
encouraged
suppliers to establish an effective GP
management system and pass third-party
system certification, and complied with the
relevant social and environmental codes of
conduct. The Company’s efforts include
continual reduction of process waste and
banning
the
use
of
environmentally
harmful
substances,
strict
pollution
prevention implementation, and promote
the Company's environmentally hazardous
substance management philosophy to
relevant
groups.
The
Company
has
established the "Customer Complaint /
Return / Satisfaction Survey Management
Process" because most of the Company's
customers are not end consumers. Green
building
defogging
mirror
and
easy-cleaning glass consumers can directly
contact a dedicated personnel via the
building glass mailbox at the homepage of
the company website, which is designed to
ensure
the
rights
and
interests
of
customers. Moreover, the Company has
also purchased product liability insurance
to protect the rights and interests of
product users.
(VI) The Company has established the “Supplier
Management Procedure,” which covers the
relevant regulations on issues such as
environmental
protection,
occupational
safety and health, and labor human rights
that the suppliers must follow. To comply
with certification specifications, suppliers
are required to provide non-hazardous raw
materials in order to jointly comply with
CSR and ensure that the final products to
the customers are safe and harmless. To
complywith the SA8000 standard,the
  • 43 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation from the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons:
Yes No Summary Description
Company has also established the “Supplier
Implementation Guidelines” to require all
products and services provided by qualified
suppliers to meet the CSR requirements.
They must also provide a signed/sealed
declaration in order to become a supplier
for the Company.
V.
Has
the
Company
referenced
the
international report preparation standards
or guidelines on the preparation of CSR
reports and other reports that disclose the
Company’s
non-financial
information?
Have
the
aforesaid
reports
been
confirmed or verified by a third-party
certification unit?







Pursuant to Article 2 of the “Rules Governing the
Preparation and Filing of Corporate Social
Responsibility Reports by TWSE Listed
Companies,” it is currently not mandatory for
the Company to issue a CSR report, and the
Company has not drafted a CSR report to
disclose its non-financial information. Based on
the Company’s operating scale and operating
projects in the future, the Company will comply
with the regulations of the competent authority
to meet the sustainable development objectives.
After referencing international report template
standards or guidelines to prepare reports, the
Company will also obtain assurance or guarantee
opinions from third-partyverification units.
Not applicable
VI.
If the Company has established its own CSR code in accordance with the "Corporate Social Responsibility Best Practice
Principles for TWSE/TPEx Listed Companies,” please state the difference between its operations and the code established: The
Company has passed its Code of Practice for Corporate Social Responsibility during the 4th session of the 9th board of
directors meeting on December 17, 2014 pursuant to the “Corporate Social Responsibility Best Practice Principles for
TWSE/TPEx Listed Companies,” which was included in the 2015 general shareholders meeting report. The content is disclosed
on the Market Observation Post System and the company website. There is no major difference between the code and the
Company’s current operations.
VII. Other important information helpful to understand the CSR operations:
1. At present, the Company's corporate social responsibility investments mainly involve small charitable donations and gifts
to public welfare organizations and school units.
Category
Unit
Events
Material
Donations
St. Frances Xavier Home for Girls
Donated 10 boxes of materials (cookies and
beverages)
Love of Life Cultural and Educational Foundation
Donated 10 boxes of materials (cookies and
beverages)
Miaoli County Tongluo Township Jungshing
ElementarySchool Celebration Event
Donated 10 boxes of materials (mineral water)
Care Donations
Taiwan Action Bodhisattva Education Association
Care donation of NT$15,000 even.
Miaoli County Tongluo Township Chung Ping
District Development Association
Care donation of NT$5,000 even.
2. The Company has applied for and obtained the SA8000 international certification. SA8000 is a specification formulated in
accordance with the International Labour Organization Convention, Universal Declaration of Human Rights, and various
United Nations conventions regarding human rights and interests. Its goal is to ensure that the products provided by
organizations can meet the CSR requirements; comply with laws and regulations; respect human rights; provide guidelines
for employee rights;and create a win-win for enterprises,employees,and consumers.
  • 44 -

(VI) Integrity policies and practices implementation status as well as the deviation and cause of deviation in practice differences compared to that of TWSE/GTSM listed companies:

Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation and cause
of deviation in
practice differences
compared to that of
TWSE/GTSM listed
companies:
Yes No Summary Description
I.
Integrity Management Policy and Plan Formulation
(I)
Has the Company formulated an integrity management policy
approved by the board of directors, expressed the integrity
management policy and practices in regulations or external
documents, and have the board of directors and senior
management actively implemented the management policy?
(II) Has the Company established a dishonesty risk assessment
mechanism, regularly analyzed and evaluated business activities
with a high risk of dishonesty, and formulated a plan to prevent
dishonesty that at least covers the preventive measures
provided by Paragraph 2, Article 7 of the “Ethical Corporate
Management Best Practice Principles for TWSE/TPEx Listed
Companies”?

(I) The Company's board of
directors has passed the
“Code
of
Integrity
Management”
on
December 17, 2014 and
published
it
on
the
Company's official website
and intranet for review by
stakeholders.
The
Company's
board
of
directors
and
senior
management have actively
fulfilled the commitment
policy
for
integrity
management.
(II) The
Company
has
referenced
the
“Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies” to formulate
its own guidelines, and the
following
measures
are
provided
to
prevent
dishonest behaviors:
(1) Provide and Receiving
Bribes.
(2) Provide illegal political
donations.
(3) Improper
charitable
donation
or
sponsorship.
(4) Offer
or
accept
improper
gifts,
entertainment,
or
other
unreasonable
benefits.
(5) Infringement of trade
secrets,
trademark
rights, patent rights,
copyrights, and other
intellectual
property
rights.
(6) Engage
in
unfair
competitions.
(7) Provide
products
or
services that directly or
indirectly damage the
rights,
health
and









































No significant
difference.
  • 45 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation and cause
of deviation in
practice differences
compared to that of
TWSE/GTSM listed
companies:
Yes No Summary Description
(III) Has the Company expressly formulated the operating
procedure, behavior guideline, as well as disciplinary penalty
and grievance system plans; and implemented them accordingly
to prevent dishonesty behaviors or reviewed and revised them
on a regular basis?
safety of consumers, or
other interested parties
during
the
R&D,
procurement,
manufacturing,
provision,
or
sales
phase.
(III) The
Company
has
expressly formulated the
operating
procedure,
behavior guideline, as well
as disciplinary penalty and
grievance
systems
and
implemented
them
accordingly
to
prevent
dishonesty behaviors. The
Company
has
also
established
an
honesty
Email
box
([email protected])
and assigned management
level personnel to handle
the
reports
and
complaints, and the results
are
reported
to
independent directors.




















II.
Integrity Management Practice
(I)
Has the Company assessed the integrity records of
counterparts and specified the terms of integrity in the
contract signed with the counterparts?
(II)
Has the Company established a special unit under the board of
directors topromote corporate integritymanagement,and

(I) When
the
Company
engages
in
business
activities, it must avoid
dealing with people with
dishonest
behavior
records, and shall specify
the
honest
behavior
clauses in the commercial
contracts.
To ensure that the trading
counterparts are ethical
business
operators,
penalty clauses must be
stipulated in procurement
contracts to set the liability
that
the
manufacturer
must bear should it fails to
faithfully
perform
the
contract, and that the
contract
shall
be
terminated or rescinded if
any
dishonest
behavior
occurs.
(II) The
Company's
Administrative






















No significant
difference.
  • 46 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation and cause
of deviation in
practice differences
compared to that of
TWSE/GTSM listed
companies:
Yes No Summary Description
regularly (at least once a year) reported the dishonesty
prevention integrity management policies and plans to the
board of directors in order to supervise the implementation
status?
(III) Has the Company formulated a policy to prevent conflicts of
interest as well as provide appropriate presentation channels,
and implement them accordingly?
(IV) Has the Company established an effective accounting system
and internal control system to implement integrity
management, formulated the relevant audit plans based on the
dishonesty risk evaluation results of the internal audit unit, and
inspected or commissioned a CPA to inspect and ensure
compliance with the dishonesty prevention plans?
(V)
Has the Company conducted internal and external education
and training on integrity management regularly?


Management Unit shall be
responsible
for
the
promotion and operation
of the Company's integrity
management,
and
shall
regularly report the case
acceptance
and
implementation status to
the board of directors.
(III) The
Company
has
formulated a conflicts of
interest prevention policy,
and provided appropriate
report
channels
and
handling procedures.
(IV) The
Company
has
formulated
an
internal
control system to ensure
ethical
operations
and
incorporated it into the
audit plan. Auditors shall
perform inspections and
issue reports regularly to
ensure the effectiveness of
implementation.
(V) The
directors,
supervisors,
and
managers
of
the
Company shall take the
relevant training courses
on an irregular basis
each year. the Company
must also provide the
relevant
publicity
via
staff meetings, company
websites,
and
announcement
boards
occasionally.

































III. Company Whistleblowing System Operation Status
(I)
Has the Company established a specific reporting and reward
system, a convenient reporting channel, and assigned
appropriate personnel to handle the subjects reported?
(I)
1. The
Company
has
standardized
the
whistleblower
report
handling
and
management procedures.
The subject matter of the
report shall be accepted,
investigated, or appealed
by a dedicated personnel
from the Administration
Department.










No significant
difference.
  • 47 -
Assessment Items OperatingStatus OperatingStatus OperatingStatus Deviation and cause
of deviation in
practice differences
compared to that of
TWSE/GTSM listed
companies:
Yes No Summary Description
(II) Has the company established standard operating procedures for
accepting complaint reports, and adopted the follow-up
measures and related confidentiality mechanisms after the
investigation is completed?
(III) Has the Company taken measures to protect the whistleblowers
from improper treatment due to the complaint report?

2. If the reported case has
been verified, a reward
shall be issued to the
whistleblower depending
on the seriousness of the
case.
(II) The
Company
has
established
detailed
processing
procedures
and control mechanisms
for
the
classification,
investigation, and appeal
of a complaint case after
it has been accepted; and
confidential
measures
shall be adopted for the
relevant information.
(III) The Company shall keep
the
identity
of
the
whistleblower and the
content of the report
strictly confidential. If the
whistleblower
is
harassed, intimidated, or
threatened
by
other
harmful behaviors due to
reporting the case; the
case shall be handled
according to the law
upon notification from
the
whistleblower.
If
necessary, please contact
the local police agency
forprotection.






























IV.
Strengthen Information Disclosure
Has the Company disclosed the contents and implementation
results of its integrity management code in its website or the
Market Observation Post System?
The Company shall disclose
the content and the
implementation status of the
“Code of Integrity
Management” on the
Company's website and
annual report.
No significant
difference.
V.
If the Company has established its own Ethical Corporate Management Best Practice Principles pursuant to the “Ethical
Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” please note the difference between its
operations and the code established: No significant difference.
VI.
Other important information that helps to understand the Company’s integrity management operations: (such as amendment
of the Company's Code of Integrity Management).
To establish the corporate culture of integrity management and establish good corporate governance for the Company, the
board of directors has approved the formulation of the Company’s “Code of Integrity Management” on December 17, 2014 for
compliance; submitted the report to the general shareholders meeting on June 26, 2015; and disclosed the matter in the
companywebsite and the Market Observation Post System.
  • 48 -

  • (VII) If the Company has established an inquiry method for the Code of Corporate Governance and related provisions, please disclose the inquiry method:

  • http://mops.twse.com.tw/mops/web/index

  • The relevant provisions and regulations of corporate governance / corporate governance establishment can be queried via market type: listed company code 3149.

  • (VIII) Other important information that is sufficient to enhance the understanding of corporate governance and operation conditions must also be disclosed: To establish a sound major internal information handling and disclosure mechanism for the Company, prevent improper information leakage, and ensure the consistency and accuracy of the information published by the Company to the public; the Company has established the “Insider Trading Prevention and Important Internal Information Processing Management Method” and reviewed the operating procedures on an irregular basis in order to comply with the current laws and regulations as well as the practical management needs. The actions are also announced on the internal document management system for internal insiders, managers, and employees to review at any time in order to prevent insider trading violations.

  • 49 -

(IX) Internal Control System Implementation Status

  1. Internal Control System Declaration

==> picture [121 x 40] intentionally omitted <==

正達國際光電股份有限公司 G-TECH Optoelectronics Corporation

Internal Control System Declaration

Stock Code: 3149

Date: March 24, 2021

Based on the self-assessment results of the 2020 Internal Control System, the Company hereby declare as follows:

I. The Company is well aware that it is the responsibility of the Company’s board of directors and managers to establish, implement, and maintain an internal control system. The Company has already established such a system. Its purpose is to reasonably ensure operation effectiveness and efficiency (profit, performance, safeguard asset security, etc.); report reliability, timeliness, and transparency; and compliance with the relevant laws and regulations.

II. The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable guarantee on meeting the 3 objectives mentioned above. Moreover, the effectiveness of the internal control system may also vary due to changes in the environment and circumstances. However, the Company's internal control system has a self-monitoring mechanism. Once the defect is identified, the Company will take the corrective actions.

III. The Company has referenced the internal control system performance determination items set forth in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereafter “Establishment Regulations”) to judge whether its internal control system design and implementation are effective. The internal control system performance

determination items set forth by the “Establishment Regulations” are based on the management and control process, which divides the internal control system into 5 components: 1. Control environment, 2. Risk assessment, 3. Control activities, 4. Information and communications, and 5. Monitoring activities. Each component also includes several items. Please refer to the "Handling Guidelines” for the aforesaid items.

IV. The Company has adopted the aforesaid internal control system judgment items in order to evaluate the design and implementation effectiveness of the internal control system.

Page 1 of 2

  • 50 -

正達國際光電股份有限公司 G-TECH Optoelectronics Corporation Internal Control System Declaration

V. The preceding evaluation results indicated that the Company’s internal control system (such as supervision and management of subsidiaries) including operation effectiveness and the extent to which the efficiency goals are achieved for the reporting system as well as the reliability, timeliness, transparency, and compliance with the relevant laws and regulations for the design and execution of the internal control system are effective as of December 31, 2020 and can reasonably ensure the achievement of the aforesaid objectives.

VI. This declaration shall serve the main content of the Company's annual report and prospectus, and shall be made public. If the aforesaid content contains false statements, concealment, or other illicit matters; the Company shall bear full legal liabilities pursuant to Articles 20, 32, 171, and 174 of the Securities Exchange Act.

VII. This declaration has been approved by the Company's board of directors on March 24, 2020 whereby all of the 7 directors present approved and agreed with the content of this declaration without objection.

It is hereby declared that there is no objection and all are in agreement with the contents of this declaration.

Company name: G-TECH Optoelectronics Corporation

Chairman: Chih-Ming Chung

President: Chih-Ming Chung

File retention period:  Retain for 5 years

FR55-0008A-G

Page 2 of 2

  • 51 -

  • If a CPA is entrusted to review the internal control system, the CPA’s review report must be disclosed: N/A.

  • (X) In the most recent year and as of the publication date of the annual report, if the Company and its internal personnel have been penalized in accordance with the law of if the Company has imposed penalties on its internal personnel for violations of the internal control system, and such penalties may have a significant impact on shareholders equity or the price of securities; please list the content of penalties, the main deficiencies, and the improvement status. : None.

  • (XI) Important resolutions of the shareholders meeting and the board of directors meeting in the most recent year (2020) and as of the printing date of this annual report:

Meeting Date Important Resolutions
Board of
Directors
March 26,
2020
1.
Proposal for the Company's 2019 annual business report and financial report.
2.
Proposal for the Company's 2019 “Internal Control System Efficiency Evaluation” and “Internal Control
System Declaration.”
3.
The Company intends not to proceed with the private placement of ordinary shares approved by the 2019
shareholders meeting.
4.
Proposal to amend some articles of the Company’s “Articles of Incorporation.”
5.
Proposal to amend some articles of the Company’s “Shareholders Meeting Procedure Rules.”
6.
Proposal to amend some articles of the Company’s “Assets Acquisition or Disposal Handling Procedures.”
7.
Proposal to amend some articles of the Company’s “Third-party Fund Lending Operating Procedures.”
8.
Proposal to amend some articles of the Company’s “Endorsement Guarantee Operating Procedures.”
9.
Proposal to amend some articles of the Company’s “Director and Supervisor Election Method.”
10. Proposal to reelection of the Company's directors
11. The Company intends to set an “Organizational Regulations of the Audit Committee.”
12. Proposal to convene the Company's 2020 regular shareholders meeting.
13. Proposalto applyfora creditlinefromafinancinginstitution.
Board of
Directors
May 8,
2020
1.
Proposal to offset the Company's 2019 losses.
2.
Proposal on the Company’s issuance of new shares for cash capital increase.
3.
Proposal on the Company’s execution of private placement of common shares.
4.
Nominate and resolve the list of candidates for directors (including independent directors).
5.
Proposal to lifted the Company’s non-competition restriction for new directors and their representatives.
6.
Proposal to set the Company's 2020 regular shareholders meeting agenda.
7.
Proposal to apply for a credit line from a financing institution.
8.
Proposal for the Company's “Salary Reduction Plan.”
9.
Proposal to amend the Company’s “FP42-0001-G Personal Data Protection Management Method (3.0)”
internal control.
10. Proposal to amend the Company’s “FP51-0004-G Code of Ethical Conduct for Management Level” internal
control.
Board of
Directors
June 18,
2020
1.
Election matters: Proposal to elect the chairman of the Company.
2.
Report item: Proposal by the Company to apply for a credit line from a financing institution.
3.
Proposal to appointment members of the 4th Salaryand Compensation Committee
Board of
Directors
August 7,
2020
1. The Company does not plan to make up for losses during the first half of fiscal year 2020.
2. Proposal to apply for a credit line from a financing institution.
3. Proposal to amend the Company’s "Audit Committee Deliberation Operation Management Method.”
4. Proposal to amend the Company’s "Audit Committee Deliberation Operation Management Method.”
5. Proposal to amend the Company’s "Salary and Remuneration Committee Deliberation Operation
Management Method.”
6. Proposal to amend the Company’s “Internal Control System Design Instructions FP55-0010-G.”
7. Proposal to amend the Company’s “Internal Control Audit Implementation Rules FP55-0011-G.”
8. Proposal to amend the Company’s “Self-assessment Operation Procedure FP55-0012-G.”
9. Proposal to amend the Company's "Procurement and Payment Cycle CP-1000-G."
10. Proposal to amend the Company’s “Sales and Collection Cycle CS-1000-G.”
11. Financial loan and appraisal for the Company’s 2020 2nd quarter huge amount loans that have exceeded the
normal credit limit of 3 months and notyet recovered.
Board of
Directors
August 21,
2020
1. Issued the Company’s 2020 employee stock option certificate.
2. The Company expects to dispose of idle production equipment.
Board of
Directors
September
17, 2020
1. Set the 2020 employee stock option issuance related matters.
  • 52 -
Meeting Date Important Resolutions
Board of
Directors
November
9, 2020
1. 2021 internal audit plan.
2. Proposal to amend some articles of the Company’s “Subsidiary Supervision and Management Method.”
3. Proposed to amend some articles of the Company's "Stock Affairs Operation Management Method."
4. Proposal to amend some articles of the Company’s “Insider Trading Prevention and Important Internal
Information Processing Management Method.”
5. Proposal to amend some articles of the Company’s “Derivative Commodity Transaction Engagement
Management Method.”
6. Proposal to apply for a credit line from a financing institution for the 1st quarter of 2021.
7. Financial loan and appraisal for the Company’s 2020 3rd quarter huge amount loans that have exceeded the
normal credit limit of 3 months and notyet recovered.
Board of
Directors
December
21, 2020
1. 2021 annual operating plan and capital expenditure proposal.
2. Proposal to convert the Company’s 3A/3B factory buildings into investment real estate.
3. The Company plans to undertake the 3rd domestic secured corporate bond conversion.
4. Proposed to amend some articles of the Company's "Affiliate Transaction Management Method."
5. Proposal to amend some articles of the Company’s “Financial Statements Preparation Process Management
Method.”
6. Proposal to amend some articles of the Company’s “Performance Bonus Issuance Management Method.”
7. The Company’s “2020 Year-end Bonus Expected to be Distributed.”
Board of
Directors
March 24,
2021
1. Proposal for the Company’s 2020 annual business report and financial report.
2. Proposal for the Company’s 2020 “Internal Control System Efficiency Evaluation” and “Internal Control
System Declaration”.
3. Proposal by the Company not to proceed with the private placement of ordinary shares approved by the
2020 shareholders meeting.
4. Proposal by the Company to collaborate with KPMG’s internal rotation and change the financial report audit
CPA.
5. Proposal to revise remuneration for the Company's directors.
6. Proposal by the Company to invest in TP products development at Liyang.
7. Proposal to convene the Company’s 2021 regular shareholders meeting.
8. Proposal by the Company to apply for a credit line from a financing institution.
9. Financial loan and appraisal for the Company’s 2020 4th quarter huge amount loans that have exceeded the
normal credit limit of 3 months and have notyet been recovered.
Board of
Directors
April 23,
2021
1. Proposal to offset the Company’s 2020 losses.
2. Proposal by the Company to issue new shares for cash capital increase.
3. Proposal for the Company’s execution of private placement of ordinary shares.
4. Proposal to amend the Company’s 2021 regular shareholders meetingagenda.
Board of
Directors
May 12,
2021
1. Proposal to appoint the corporate governance supervisor for the Company.
2. Proposal for the Company's 2021 financial budget update.
3. Proposal by the Company to add the 2021 capital expenditure project plan.
4. Proposal by the Company to apply for a credit line from a financing institution.
5. Financial loan and appraisal for the Company’s 2021 1st quarter huge amount loans that have exceeded the
normal credit limit of 3 months and have notyet been recovered

(XII) 2020 Regular Shareholders Meeting Important Resolution Contents and Implementation Status:

Date Important Resolutions
June 18, 2020 1. Approved the Company's 2019 Business Report and Financial Report proposal.
Implementation status: Passed the resolution, and announced the important
shareholders meeting resolution items on June 18, 2020.
2. Approved the Company's 2019 loss off-setting proposal.
Implementation status: Passed the resolution, announced the important shareholders
meeting resolution items on June 18, 2020, and recognized the approved off-setting
table.
3. Proposal to amend some articles of the Company’s “Articles of Incorporation.”
Implementation status: Passed the resolution, and completed the change registration
matters with the Department of Commerce, MOEA on July 29, 2020.
4. Proposal to amend some articles of the Company’s “Shareholders Meeting Procedure
Rules.”
Implementation status: Announced the important shareholders meeting resolution
items on June 18, 2020, and implemented according to the revised procedures.
5. Proposal to amend some articles of the Company’s “Assets Acquisition or Disposal
Handling Procedures.”
Implementation status: Passed the resolution, announced the important shareholders
meeting resolution items on June 18, 2020, and implemented according to the revised
procedures.
Proposal to amend some articles of the Company’s “Third-partyFund LendingOperating
  • 53 -
Meeting Date Important Resolutions
Procedures.”
Implementation status: Passed the resolution, announced the important shareholders
meeting resolution items on June 18, 2020, and implemented according to the revised
procedures.
6. Proposal to amend some articles of the Company’s “Endorsement Guarantee Operating
Procedures.”
Implementation status: Passed the resolution, announced the important shareholders
meeting resolution items on June 18, 2020, and implemented according to the revised
procedures.
7. Proposal to amend some articles of the Company’s “Director and Supervisor Election
Method.”
Implementation status: Passed the resolution, announced the important shareholders
meeting resolution items on June 18, 2020, and implemented according to the revised
procedures.
8. Proposal on the Company’s issuance of new shares for cash capital increase.
Implementation status: Passed the resolution. However, as of the publication date of the
2020 annual report, the Company has no issuance plan, and it shall automatically expire
in one year and will not be renewed.
9. Proposal on the Company’s execution of private placement of common shares.
Implementation status: Passed the resolution. However, as of March 24, 2020, the
Company has no issuance plan. The board of directors has passed a resolution on March
24,2020 and announced on the same daythat it would not be renewed.

(XIII) In the most recent year and as of the printing date of the annual report, did the directors or supervisors have different opinions on important resolutions passed by the board of directors with records or written statements? If so, what are the main contents? None.

(XIV) A summary of resignation and dismissal for the Company’s chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor, and R&D supervisor in the most recent year and as of the printing date of the annual report: None.

  • (XV) Status regarding obtaining the relevant licenses specified by the competent authority for the Company's financial information transparency related personnel:

Unit: No. of people

Unit: No. ofpeo
License Name Finance / Accounting / Audit
Bank Internal Control and Internal Audit Test 1
Enterprise Internal Control Basic AbilityTest 1
Bonded FactoryBonded Operation Personnel 5

V. CPA Public Expense Information

CPA Public Expense Information Bracket Table

Name of CPA Firm Name of CPA Name of CPA Audit Period Remarks
KPMG Jacky Chen Shu-Yin Chang 2020.01.01~2020.12.31

Unit: NT$ thousand

Public Expense Items
Amount Bracket
Public Expense Items
Amount Bracket
Auditing Public
Expense
Non-auditing
Public Expense
Total
1 Less than 2,000 thousand - 125 125
2 2,000 thousand(inclusive)~ 4,000 thousand - - -
3 4,000 thousand(inclusive)~ 6,000 thousand 4,380 - 4,370
4 6,000 thousand(inclusive)~ 8,000 thousand - - -
5 8,000 thousand(inclusive)~ 10,000 thousand - - -
6 10,000 thousand(inclusive)or higher - - -
  • 54 -

  • (I) If the non-audit public expenses paid to the CPA, the CPA's firm, and its affiliated companies are over 1/4 of the public audit fee, the amount of the audit and non-audit public expenses as well as the content of the non-audit services shall be disclosed: none.

CPA Public Expense Information (Voluntary Disclosure)

Name of
CPAFirm

Name
of CPA
Auditing
Public
Expense
(NT$ thousand)
Non-auditing Public Expense
(NT$ thousand)
Non-auditing Public Expense
(NT$ thousand)
Non-auditing Public Expense
(NT$ thousand)
Non-auditing Public Expense
(NT$ thousand)
Non-auditing Public Expense
(NT$ thousand)
CPA Audit
Period
Remarks
System
Design

Business
Registration

Human
Resource

Other
(note)

Subtotal
KPMG Jacky
Chen
4,380
0 0 0 125 4,505 2020.01.01
~2020.12.31

Other items of non-audit public
expense
are
primarily
seal
certification application fees, travel
expenses for audit certifications,
etc.
Shu-Yin
Chang
  • (II) If the CPA firm is replaced and the audit certification fee paid in the replacement year is lower than that in the year prior to the replacement; the amount, proportion, and reason for the reduction in public expenses must be disclosed: None.

(III) If the audit certification expense has decreased by over 10% compared to that of the previous

year; the amount, proportion, and reasons for the audit certification expense reduction must be disclosed:None.

VI. CPA replacement information: For 1st quarter of 2021, the CPA was changed in collaboration with KPMG Taiwan's internal position rotation.

(I) Regarding former CPAs

(I) Regarding former CPAs
Replacement date Approved by the board of directors on March 24, 2021
Reason and explanation for
replacement
In conformance with the internal job rotation of KPMG
Explain why the appointee or CPA was
terminated or refuses to accept
appointment
Involved party
Condition

CPA
Appointers
Voluntary termination of
appointment
Not applicable.
No longer accepts
(continues)appointment
Review report opinions other than
unqualified opinions issued within the
last 2years,and the reason:
None.
Is there any disagreement with the
issuer?
Yes Accounting principles orpractices
Disclosure of financial reports
Scope or steps of inspection
Others
None
Explanation
Other disclosure items (items that must
be disclosed according to Article 10,
Subparagraph 5, Item 1, Point 4 of this
provision).
None.
  • 55 -

(II) Regarding successor CPAs

(II) Regarding successor CPAs
CPA firm name KPMG
Name of CPA Chen, Tsung-Che, Chih, Shih-Chin
Date of appointment Approved by the board of directors on March
24,2021
Prior to appointment, accounting treatment methods
for specific transactions or accounting principles as well
as consultation matters and results for financial reports
that may possiblybe issued

None.
Written opinion by the successor CPAs on the
dissentingopinions of the former CPAs
None.

(III) The former CPAs’ reply letter to Article 10, Subparagraph 5, Items 1 & 2-3 of this provision: None.

VII. If the Company’s chairman, president, or manager in charge of financial or accounting affairs have worked in the CPA’s firm or its affiliated company within the last year; disclose the name, job title, and the period of employment in the CPA’s firm or its affiliated company: None.

  • 56 -

VIII. Equity transfer and equity pledge modification status of directors, supervisors, managers and shareholders holding over 10% of the shares for the last years until the printing date of this annual report.

  • (I) Changes in the equity of directors, supervisors, managers and major shareholders:

Unit: Shares

Position Name 2020 2020 2021 As of April 16 2021 As of April 16
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of Pledged
Shares
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of Pledged
Shares
Chairperson Chih-Ming Chung (2,711,598)
(5,750,000)

-
-
Director Hongyuan International
Investment Co., Ltd.
Representative: Shih-Chang
Lin
- - - -
Independent director Kuo-Shih Huang - - - -
Independent director Chun-Feng Wu - - - -
Independent director Ming-Szu Yang (Note 1)
Supervisor / Director Jen-Liang Hsiao - (949,081)
-
-
Supervisor / Director Kuo-Hung Wang - - - -
President Chih-Ming Chung (2,711,598)
(5,750,000)

-
-
Vice president Huo-Sheng Chiu 18,809
-
- -
Vice president Yao-Chang Wang - - - -
Assistant Manager Yung-Cheng Huang (5,000)
-
(2,000) -
Assistant Manager Hsien-Yi Hsu - - - -
Assistant Manager (R&D
Director)
Tsung-Tien Tsai - (27,000) -
Assistant Manager Ju-Wen Wang (Note 2)
Assistant Manager Hsing-Chiao Lin (Note 2)
Assistant Manager Yu-Te Hung (Note 2)
Assistant Manager

Tai-Chiou Wu (7,000)
-
- -

~~( )~~ Note 1: newly appointed on 2020/06/18 Note 2: newly appointed on 2021/03/01

(II) Information on affiliate as counterparty of equity transfer or equity pledge: None.

  • 57 -

IX. Information on relationship among the top 10 shareholding ratio shareholders

April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021 April 18, 2021
Name Personal Shareholding Shareholding by spouse or
minor children
Total shares held under
the name of others
The title, name, and relationship
of top 10 shareholders who are
spouses or relatives within the
second degree of kinship
Remarks
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Name
(or title)
Relations -
Hongyuan
International
Investment Co.,
Ltd.
15,728,165 7.62% - - - - Baoxin
International
Investment Co.,
Ltd.;
Hongchi
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Note -
Representative:
De-Cai Huang
- - - - - - Baoxin
International
Investment Co.,
Ltd.;
Hongchi
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Same one
Representative
-
Baoxin
International
Investment Co.,
Ltd.
10,922,337 5.29% - - - - Hongyuan
International
Investment Co.,
Ltd.;
Hongchi
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Note -
Representative:
De-Cai Huang
- - - - - - Hongyuan
International
Investment Co.,
Ltd.;
Hongchi
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Same one
Representative
-
Hung Yang
Venture
Investment Co.,
Ltd.
10,048,550 4.87% - - - - Baoxin
International
Investment Co.,
Ltd.;
Hongchi
International
Investment Co.,
Ltd.; Hongyuan
International
Investment Co.,
Ltd.
Note -
Representative:
De-Cai Huang
- - - - - - Baoxin
International
Investment Co.,
Ltd.; Hongchi
International
Investment Co.,
Ltd.; Hongyuan
International
Investment Co.,
Same one
Representative
-
  • 58 -
Name Personal Shareholding Personal Shareholding Shareholding by spouse or
minor children
Shareholding by spouse or
minor children
Total shares held under
the name of others
Total shares held under
the name of others
The title, name, and relationship
of top 10 shareholders who are
spouses or relatives within the
second degree of kinship
The title, name, and relationship
of top 10 shareholders who are
spouses or relatives within the
second degree of kinship
Remarks
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Name
(or title)
Relations -
Ltd.
Hongchi
International
Investment Co.,
Ltd.
9,570,971 4.64% - - - - Baoxin
International
Investment Co.,
Ltd.; Hongyuan
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Note: -
Representative:
De-Cai Huang
- - - - - - Baoxin
International
Investment Co.,
Ltd.; Hongyuan
International
Investment Co.,
Ltd.; Hung Yang
Venture
Investment Co.,
Ltd.
Same one
Representative
-
Chih-Ming
Chung
4,428,464 2.15% 1,072,879
0.52%

-
- Rong-Hua
Chung
Fong-Mei Kok
Chung
Shiou-Chi Lai
Relatives of
first degree
Relatives of
first degree
Relatives of
second degree
-
Shiou-Chi Lai 4,322,596 2.09% Rong-Hua
Chung
Fong-Mei Kok
Chung
Chih-Ming
Chung
Relatives of first
degree
Relatives of first
degree
Relatives of
second degree
TEH TAI STEEL
CO., LTD.
3,211,057 1.56% - - - - - None -
Representative:
Guo-Tai Xiao
6,993 0.003% - - - - - None -
Bingde
International
Investment Co.,
Ltd.
3,134,797 1.52% - - - - - None -
Representative:
Li-Lun Lin
- - - - - - - None -
Rong-Hua
Chung
2,304,440 1.12% 2,126,778 1.03% - - Fong-Mei Kok
Chung
Chih-Ming
Chung
Shiou-Chi Lai
Spouse
Relatives of first
degree
Relatives of first
degree
-
Fong-Mei Kok
Chung
2,126,778 1.03% 2,304,440 1.12% - - Rong-Hua
Chung
Chih-Ming
Chung
Shiou-Chi Lai
Spouse
Relatives of first
degree
Relatives of first
degree
-

Note: All are investee companies of Hon Hai Precision Inc. Co., Ltd. under the equity method.

  • 59 -

  • X. Combine the number of shares held for the same reinvestment enterprise by an enterprise directly or indirectly controlled by the Company and its directors, supervisors, and managers; and calculate the comprehensive shareholding ratio.

Comprehensive Shareholding Ratio

December 31, 2020; Unit: Share; %

Reinvestment Business Investment by the
Company
Investment by the
Company
Investment by the directors,
supervisors, and managers
or an enterprise they
directly or indirectly
controlled
Investment by the directors,
supervisors, and managers
or an enterprise they
directly or indirectly
controlled
Combined Investment Combined Investment
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Fast Achievement Global Ltd. 540,000
100
- - 540,000
100
Brave Advance International Corp. - - 500,000
25
500,000
25
Win World Opto-Glass(Dongguan)co.,
Ltd
- - - 25 - 25
Golden Start Global Corp. 71,391,373
100
- - 71,391,373
100
Charmtex Global Corp. - - 71,371,373
100
71,371,373
100
G-TECH Optoelectronics (Chengdu) co.,
Ltd
- - - 100 - 100

Note: This is an investment made by the Company using the equity method.

  • 60 -

Four. Fundraising Status

I. Capital and shares

(I) Source of share capital

1. Share capital formation process

Unit: Shares; NT$

Unit: Shares;NT$ Unit: Shares;NT$ Unit: Shares;NT$
Year and
month
Price of
issuance
Approved share capital Paid-in capital Remarks

Shares
Amount Shares Amount Source of share
capital
Those using
assets other
than cash to
offset the
share price
Others
1996-06 10 2,600 26,000,000 2,600 26,000,000 Share capital
establishment
-
1999-11 10 5,200 52,000,000 5,200 52,000,000 Cash capital
increase of
26,000,000
Note 1
2000-04 10 9,900 99,000,000 9,900 99,000,000 Cash capital
increase of
47,000,000
Note 2
2000-07 10 15,260 152,600,000 15,260 152,600,000 Cash capital
increase of
53,600,000
Note 3
2000-11 29.5 30,000,000 300,000,000 19,990,000 199,900,000 Cash capital
increase of
47,300,000
Note 4
2001-01 15 70,000,000 700,000,000 33,330,000 333,300,000 Cash capital
increase of
133,400,000
Note 5
2003-07 13.5 70,000,000 700,000,000 39,830,000 398,300,000 Cash capital
increase of
65,000,000
Note 6
2004-01 17 70,000,000 700,000,000 46,830,000 468,300,000 Cash capital
increase of
70,000,000
Note 7
2004-06 17.6 70,000,000 700,000,000 52,830,000 528,300,000 Cash capital
increase of
60,000,000
Note 8
2007-04 11 70,000,000 700,000,000 55,830,000 558,300,000 Cash capital
increase of
30,000,000
Note 9
2007-09 12 70,000,000 700,000,000 57,229,000 572,290,000 Employee stock
option
implementation
13,990,000
Note
10
2007-10 15 160,000,000 1,600,000,000 127,229,000 1,272,290,000 Private placement
of ordinary shares
700,000,000
Note
11
2008-08 10 160,000,000 1,600,000,000 133,375,543 1,333,755,430 Capital reserve to
capital increase of
42,000,000
Surplus to capital
increase
19,465,430
Note
12
2009-08 10 160,000,000 1,600,000,000 135,136,543 1,351,365,430 Employee stock
option
implementation
17,610,000
Note
13
2009-10 10 160,000,000 1,600,000,000 135,206,543 1,352,065,430 Employee stock
option
implementation
700,000
Note
14
2010-01 14.2 160,000,000 1,600,000,000 137,200,343 1,372,003,430 Employee stock
option
implementation
19,938,000
Note
15
  • 61 -
Year and
month
Price of
issuance
Approved share capital Approved share capital Paid-incapital Paid-incapital Remarks Remarks

Shares
Amount Shares Amount Source of share
capital
Those using
assets other
than cash to
offset the
share price
Others
2010-01 22 160,000,000 1,600,000,000 150,800,343 1,508,003,430 Cash capital
increase
136,000,000
Note
16
2010-10 30 360,000,000 3,600,000,000 178,870,709 1,788,707,090 Cash capital
increase
278,629,660
Employee stock
option
implementation
2,074,000
Note
17
2011-01 14.2 360,000,000 3,600,000,000 180,118,709 1,801,187,090 Employee stock
option
implementation
12,480,000
Note
18
2011-01 14.2 360,000,000 3,600,000,000 181,203,109 1,812,031,090 Employee stock
option
implementation
10,844,000
Note
19
2011-06 70 360,000,000 3,600,000,000 211,203,109 2,112,031,090 Cash capital
increase
300,000,000
Note
20
2011-09 14.2 360,000,000 3,600,000,000 211,277,909 2,112,779,090 Employee stock
option
implementation
748,000
Note
21
2011-12 60 360,000,000 3,600,000,000 234,806,909 2,348,069,090 Cash capital
increase
235,290,000
Note
22
2012-1 14.2 360,000,000 3,600,000,000 235,525,509 2,355,255,090 Employee stock
option
implementation
7,186,000
Note
23
2012-10 84 360,000,000 3,600,000,000 265,525,509 2,655,255,090 Cash capital
increase
300,000,000
Note
24
2013-9 15 360,000,000 3,600,000,000 268,525,509 2,685,255,090 Restricted shares
for subscription by
employees of
30,000,000
Note
25
2014-01 13.6 360,000,000 3,600,000,000 268,838,909 2,688,389,090 Employee stock
option
implementation
3,134,000
Note
26
2014-09 10 360,000,000 3,600,000,000 268,788,909 2,687,889,090 Cancellation of
restricted shares
for subscription by
efmployees of
f50,000
Note
27
2014-12 10 360,000,000 3,600,000,000 268,782,959 2,687,829,590 Cancellation of
restricted shares
for subscription by
employees of
59,500
Note
28
2015-06 10 360,000,000 3,600,000,000 268,687,759 2,686,877,590 Cancellation of
restricted shares
for subscription by
employees of
95,200
Note
29
2015-09 10 360,000,000 3,600,000,000 268,465,059 2,684,650,590 Cancellation of
restricted shares
for subscription by
employees of
222,700
Note
30
  • 62 -
Year and
month
Price of
issuance
Approved share capital Approved share capital Paid-incapital Paid-incapital Remarks Remarks

Shares
Amount Shares Amount Source of share
capital
Those using
assets other
than cash to
offset the
share price
Others
2015-12 10 360,000,000 3,600,000,000 268,441,959 2,684,419,590 Cancellation of
restricted shares
for subscription by
employees of
23,100
Note
31
2015-12 10 360,000,000 3,600,000,000 268,187,859 2,681,878,590 Cancellation of
restricted shares
for subscription by
employees of
254,100
Note
32
2016-05 10 360,000,000 3,600,000,000 268,115,759 2,681,157,590 Cancellation of
restricted shares
for subscription by
employees of
72,100
Note
33
2016-09 10 360,000,000 3,600,000,000 169,641,519 1,696,415,190 Deficit coverage
NT$98,472,840
Cancellation of
restricted shares
for subscription by
employees of 1,400
Note
34
2017-05 10 360,000,000 3,600,000,000 169,601,278 1,696,012,780 Cancellation of
restricted shares
for subscription by
employees of
40,241
Note
35
2017-08 15.95 360,000,000 3,600,000,000 188,410,055 1,884,100,550 Private placement
of 18,808,777
ordinary shares to
raise funds
Note
36
2017-09 10 360,000,000 3,600,000,000 188,393,604 1,883,936,040 Cancellation of
restricted shares
for subscription by
employees of
16,451
Note
37
2018-09 12.71 360,000,000 3,600,000,000 206,393,604 2,063,936,040 Cash capital
increase
18,000,000
Note
38
2019-08 500,000,000 5,000,000,000 206,393,604 2,063,936,040 Note
39

Note: 1. 1999-12-09 Jing-(1999)-Zhong-Zi No. 491343.

  1. 2000-05-20 Jing-(2000)-Zhong-Zi No. 428804.

  2. 2000-08-15 Jing-(2000)-Shang-Zi No. 129061.

  3. 2000-11-01 Jing-(2000)-Shang-Zi No. 140721.

  4. 2001-01-29 Jing-(2001)-Shang-Zi No. 102838.

  5. Approved by Securities and Futures Commission, Ministry of Finance, letter Tai-Cai-Zheng-Yi-Zi No. 0920134296 dated July 29, 2003.

  6. Approved by Securities and Futures Commission, Ministry of Finance, letter Tai-Cai-Zheng-Yi-Zi No. 0920162821 dated January 12, 2004.

  7. Approved by Securities and Futures Commission, Ministry of Finance, letter Tai-Cai-Zheng-Yi-Zi No. 0930127233 dated June 18, 2004.

  8. Approved by Financial Supervisory Commission, Executive Yuan, letter Jin-Guan-Zheng-Yi-Zi No. 0960015388 dated April 11, 2007.

  9. September 29, 2007, Jing-Shou-Shang-Zi No. 09601236510.

  10. October 31, 2007, Jing-Shou-Shang-Zi No. 09601266580.

  11. August 13, 2008, Jing-Shou-Shang-Zi No. 09701196370.

  12. August 4, 2009, Jing-Shou-Shang-Zi No. 09801172610.

  13. October 20, 2009, Jing-Shou-Shang-Zi No. 09801241010.

  14. January 20, 2010, Jing-Shou-Shang-Zi No. 09901013580.

  15. March 16, 2010, Jing-Shou-Shang-Zi No. 09901050060.

  16. October 19, 2010, Jing-Shou-Shang-Zi No. 09901235310.

  17. 63 -

  18. January 17, 2011, Jing-Shou-Shang-Zi No. 10001007830.

  19. April 11, 2011, Jing-Shou-Shang-Zi No. 10001067970.

  20. Approved by Financial Supervisory Commission, Executive Yuan, letter Jin-Guan-Zheng-Fa-Zi No. 1000010164 dated March 21, 2011; June 15, 2011, Jing-Shou-Shang-Zi No. 10001120220.

  21. Approved by Financial Supervisory Commission, Executive Yuan, letter Jin-Guan-Zheng-Fa-Zi No. 1000040118 dated August 30, 2011; September 15, 2011, Jing-Shou-Shang-Zi No. 10001214540.

  22. December 6, 2011, Jing-Shou-Shang-Zi No. 10001276290.

  23. January 17, 2012, Jing-Shou-Shang-Zi No. 10101008830.

  24. Approved by Financial Supervisory Commission, Executive Yuan, letter Jin-Guan-Zheng-Fa-Zi No. 1010037345 dated August 30, 2012; November 1, 2012, Jing-Shou-Shang-Zi No. 10101225330.

  25. Approved by Financial Supervisory Commission, Executive Yuan, letter Jin-Guan-Zheng-Fa-Zi No. 1020029855 dated July 31, 2013; September 6, 2013, Jing-Shou-Shang-Zi No. 10201183260.

  26. January 3, 2014, Jing-Shou-Shang-Zi No. 10201268260.

  27. September 1, 2014, Jing-Shou-Shang-Zi No. 10301181640.

  28. December 12, 2014, Jing-Shou-Shang-Zi No. 10301248100.

  29. June 11, 2015, Jing-Shou-Shang-Zi No. 10401100930.

  30. September 2, 2015, Jing-Shou-Shang-Zi No. 10401182620.

  31. December 8, 2015, Jing-Shou-Shang-Zi No. 10401254400.

  32. February 15, 2016, Jing-Shou-Shang-Zi No. 10501029610.

  33. May 27, 2016, Jing-Shou-Shang-Zi No. 10501114780.

  34. September 9, 2016, Jing-Shou-Shang-Zi No. 10501215180.

  35. May 22, 2017, Jing-Shou-Shang-Zi No. 10601065100.

  36. August 15, 2017, Jing-Shou-Shang-Zi No. 10601113020.

  37. September 11, 2017, Jing-Shou-Shang-Zi No. 10601128490.

  38. September 17, 2018, Jing-Shou-Shang-Zi No. 10701113510.

  39. August 2, 2019, Jing-Shou-Shang-Zi No. 10801090210.

  40. 64 -

2. Type of shares

April 18, 2021; Unit: Shares

Type of shares Approved share capital Approved share capital Approved share capital Remarks
Outstanding shares (Note) Unissued shares Total
Registered
common shares
206,393,604 (Note) 293,606,396 50,000,000 Note: Including private
placement of
18,808,777 common
shares
  1. Information about the shelf registration system: None.

(II) Shareholder structure

April 18, 2021; Unit: Shares

Shareholder structure
Quantity

Government
institution
Financial
institution
Other corporate
entity
Foreign
institutions and
foreigners
Individual Total
Number of
people
0
1

230

47

38,918

39,196
Number of shares
held

0

49,476

54,239,640

6,410,683

145,693,805

206,393,604
Shareholding
ratio
0.00%
0.02%

26.28%

3.11%

70.59%

100.00%

Note: Mainland China shareholding ratio is 0%

(III) Share number dispersion status

1. Common shares

April 18, 2021

1. Common shares April 18,2021
Shareholding rating Number of shareholders Number of shares held Shareholding ratio (%)
1 to 999 16,021
1,789,259

0.87%
1,000 to 5,000 18,940
37,437,906

18.14%
5,001 to 10,000 2,365
18,784,713

9.10%
10,001 to 15,000 631
8,016,574

3.88%
15,001 to 20,000 420
7,857,879

3.81%
20,001 to 30,000 302
7,859,257

3.81%
30,001 to 40,000 124
4,469,936

2.17%
40,001 to 50,000 90
4,194,050

2.03%
50,001 to 100,000 167
11,672,441

5.66%
100,001 to 200,000 75
10,052,960

4.87%
200,001 to 400,000 23
6,004,770

2.91%
400,001 to 600,000 10
4,957,009

2.40%
600,001 to 800,000 8
5,325,538

2.58%
800,001 to 1,000,000 3
2,572,061

1.24%
1,000,001 and higher 17
75,399,251

36.53%
Total 39,196
206,393,604

100.00%
  1. Dispersion of special shares: The Company does not issue special shares, so this is not applicable.

  2. 65 -

(IV) Name list for the main shareholders

Name, shareholding quantity, and ratio held by shareholders with a shareholding ratio of over 5% or top 10 shareholders in terms of shareholding ratio:

(IV) Name list for the main shareholders
Name, shareholding quantity, and ratio held by shareholders with a shareholding ratio of over
5% or top 10 shareholders in terms of shareholding ratio:
(IV) Name list for the main shareholders
Name, shareholding quantity, and ratio held by shareholders with a shareholding ratio of over
5% or top 10 shareholders in terms of shareholding ratio:
(IV) Name list for the main shareholders
Name, shareholding quantity, and ratio held by shareholders with a shareholding ratio of over
5% or top 10 shareholders in terms of shareholding ratio:
April 18,2021
Shares
Name of major shareholder

Number of shares held
Shareholding ratio (%)
Hongyuan International Investment Co., Ltd. 15,728,165
7.62%
Baoxin International Investment Co., Ltd. 10,922,337
5.29%
Hung Yang Venture Investment Co., Ltd. 10,048,550
4.87%
Hongchi International Investment Co., Ltd. 9,570,971
4.64%
Chung, Chih-Ming 4,428,464
2.15%
Lai, Hsiu-Chi 4,322,596
2.09%
TEH TAI STEEL CO., LTD. 3,211,057
1.56%
Bingde International Investment Co., Ltd. 3,134,797
1.52%
Chung, Jung-Hua 2,304,440
1.12%
Chung Kuo, Fong-Mei 2,126,778
1.03%
  • 66 -

(V) Prices, net worth, surplus, dividends, and other stock related information in the most recent two years

Unit: NT$; 1000 shares

Item Year Year
2019
2020 Current year until
March 31, 2021
(Note 7)
Market
price per
share
(Note 1)
Highest 14.90 27.20 45.3
Lowest 8.31 4.46 24.00
Average 10.75 10.12 31.46
Net value
per share
(Note 2)
Before distribution 7.35
After distribution - -
Earnings
per share
Weighted average number of shares 206,394 206,394 206,394
Earningsper share(Note 3) (0.29) (1.42) -
Dividend
per share
Cash dividends - - (Note 8)
Stock
dividends
Stock dividends
appropriated from retained
earnings
- - (Note 8)

Stock dividends
appropriated from capital
reserve
- - (Note 8)
Accumulated unappropriated
dividends
- - (Note 8)
Investment
return
analyses

Price-earnings ratio (Note 4)
(37.07) (7.13) -
Price-dividend ratio (Note 5) - - -
Cash dividend yield (Note 6) - - -

Note 1: List the highest and lowest market prices for common shares in each year, and calculate the average market prices for each year based on the transaction value and volume of each year.

Note 2: Based on the number of shares issued at the end of the year, the Company has no surplus distribution in 2020.

Note 3: If retrospective adjustment is required because of situations such as gratuitous allotment, the earnings per share before and after adjustment must be listed.

Note 4: Price-earnings ratio = average closing price per share for the year / earnings per share.

Note 5: Price-dividend ratio = average closing price per share for the year / cash dividend per share.

Note 6: Cash dividend yield = cash dividend per share / average closing price per share for the year.

Note 7: Net value per share and earnings per share are information reviewed by CPAs for the most recent quarter as of the publication date of the annual report; the remaining fields are filled with data for the current year as of the printing date of the annual report.

Note 8: The Company’s board of directors passed a resolution on April 23, 2021, to not distribute dividends.

  • 67 -

(IV) Company dividend policy and implementation status

1. Company dividend policy.

If the Company makes a profit during the year (the so-called profit refers to the pre-tax profit before the distribution of employee compensation and directors’ compensation), 8% shall be allocated for employee remuneration and no more than 0.1% shall be allocated for directors’ remuneration. However, if the Company still has accumulated losses, profits shall be reserved for making up the accumulated losses first.

The employee remuneration may be made in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of the affiliated companies meeting certain specific criteria, and the board of directors shall be authorized to establish said specific criteria.

The preceding two items shall be resolved by the board of directors and reported to the shareholders meeting.

Before the Company established the Audit Committee, the supervisors’ remuneration was equal to the directors’ remuneration, no more than 0.1% of the annual profit shall be distributed, and the provisions provided in this article shall apply.

The Company's surplus distribution or loss allowance may be made after the end of each half of the fiscal year. If there is a surplus in the final accounts for each half of the fiscal year, the Company shall first pay off taxes, make up for accumulated losses, estimate and reserve employee compensation, and then set aside 10% as statutory surplus reserve. However, this provision shall not apply if the statutory surplus reserve has reached the total capital of the Company. The special surplus reserve shall be allocated or converted according to laws, decrees, or regulations of the competent authority. If there is any surplus, the balance plus the accumulated undistributed surplus in the first half of the fiscal year shall be used as shareholder dividend. The board of directors shall draft a distribution proposal, execute in the form of new share issuance, and submit the proposal to the shareholders meeting for resolution and distribution. If dividend is issued in cash, the case shall be resolved by the board of directors.

If there is a surplus in the Company's annual final accounts, the Company shall first pay off the taxes, make up for the accumulated losses, and allocate 10% as statutory surplus reserve. However, this provision shall not apply if the statutory surplus reserve has reached the total capital of the Company. The special surplus reserve shall be allocated or converted according to laws, decrees, or regulations of the competent authority. If there is any surplus, the balance plus the accumulated undistributed surplus in the first half of the fiscal year shall be used as shareholder dividend. The board of directors shall draft a distribution proposal, execute in the form of new share issuance, and submit the proposal to the shareholders meeting for resolution and distribution.

If the Company intends to distribute all or part of the dividends, bonuses, statutory surplus reserve, or capital reserve in cash; the proposal shall be authorized by a board of directors meeting with over 2/3 of the entire board members attending and approval by over half of those present at the meeting, and then submit the proposal to the shareholders meeting for resolution.

The Company is currently in a growing phase, and will strive for business developments and expansions in the future. The Company's surplus distribution shall be made based on its future capital expenditure budget and capital needs. However, the ratio of dividends distribution to shareholders shall not be less than 20% of the after-tax surplus for the current period or the surplus available for distribution during the current period, whichever is lower. The cash dividend shall not be less than 50% among the dividends distributed for the current

  • 68 -

year.

  1. Circumstances of the dividend distribution proposal by the shareholders meeting.

There is no dividend distribution proposal by this shareholders meeting.

  1. Description of major dividend policy changes expected: None.

  2. (VII) The impact of the stock dividends proposed by the shareholders meeting on the Company’s operating performance and earnings per share: Not applicable because the shareholders meeting did not propose any stock dividends.

(VIII) Remuneration for employees, directors, and Supervisors:

  1. The percentage or scope of remuneration for employees, directors, and supervisors as provided by the Company’s Articles of Incorporation:

  2. If the Company makes a profit during the year (the so-called profit refers to the pre-tax profit before the distribution of employee compensation and directors’ compensation), 8% shall be allocated for employee remuneration and no more than 0.1% shall be allocated for directors’ remuneration. However, if the Company still has accumulated losses, profits shall be reserved for making up the accumulated losses first.

The employee remuneration may be made in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of the affiliated companies meeting certain specific criteria, and the board of directors shall be authorized to establish said specific criteria.

The preceding two items shall be resolved by the board of directors and reported to the shareholders meeting.

Before the Company established the Audit Committee, the supervisors’ remuneration was equal to the directors’ remuneration, no more than 0.1% of the annual profit shall be distributed, and the provisions provided in this article shall apply.

  1. Account handling when the basis for the assessment of employee, director, and supervisor remuneration amount, the basis of calculation for the number of shares distributed as employee remuneration, and the actual estimation amount for this period are inconsistent:

Because the Company had accumulated losses of NT$1,003,835 thousand as of the end of 2020, no employee, director, or supervisor remuneration was allocated.

  1. Remuneration distribution approved by the board of directors:

  2. (1). Employee remuneration paid in cash or stocks, and the amount of remuneration for directors and supervisors. If there is a discrepancy with the annual estimated expenses recognized, please disclose the amount of discrepancies, reasons, and handling status: Because the Company had accumulated losses of NT$1,003,835 thousand as of the end of 2020, no employee, director, or supervisor remuneration was allocated.

  3. (2) The amount accounted for by employee remuneration distributed by stocks compared to the total after-tax net profit and total employee compensation in the individual financial report for the current period: Because the Company had accumulated losses of NT$1,003,835 thousand as of the end of 2020, no employee, director, or supervisor remuneration was allocated.

  4. The actual remuneration distribution for employees, directors, and supervisors in the

  5. 69 -

previous year (including the number of shares distributed, amount, and stock price), and the number of discrepancies, reasons, and handling status must be disclosed if different from the remuneration recognized for employees, directors, and supervisors: Not applicable.

(IX) Company shares buyback status: None.

II. Corporate bond handling status:

Corporate bond handling status

Types of corporate bonds 1st domestic secured convertible
corporate bonds
2nd domestic unsecured
convertible corporate bonds
3rd domestic unsecured
convertible corporate bonds
Issuance(handling)date August 25,2014 August 26,2014 March 26,2021
Face value NT$100,000 even NT$100,000 even NT$100,000 even
Issuance and trade location Republic of China Republic of China Republic of China
Price of issuance Fullyissued based on face value Fullyissued based on face value Fullyissued based on face value
Total amount NT$480 million even NT$500 million even NT$500 million even
Interest rate Coupon rate 0% Coupon rate 0% Coupon rate 0%
Term 5-year period
Maturitydate: August 25,2019
3-year period
Maturitydate: August 26,2017
3-year period
Maturitydate: March 26,2024
Guarantee institution ChangHwa Commercial Bank,Ltd. None None
Trustee CTBC Bank Co., Ltd CTBC Bank Co., Ltd The Shanghai Commercial &
Savings Bank,Ltd.
Underwritingagency Grand Fortune Securities Co.,Ltd Grand Fortune Securities Co.,Ltd Grand Fortune Securities Co.,Ltd
Certification attorney Not applicable. Not applicable. Not applicable.
CPA Not applicable. Not applicable. Not applicable.
Repayment method Unless converted into common
Company stocks pursuant to Article
11 of the Conversion Measures,
withdrawn in advance according to
Article 19 of the Conversion
Measures, or bought back and
canceled by a securities firm office on
behalf of the Company, the Company
shall repay these bonds in cash in one
lump sum at maturity based on
102.53% (actual yield 0.5%) of the
face value of the bonds.
Unless converted into common
Company stocks pursuant to
Article 11 of the Conversion
Measures, withdrawn in advance
according to Article 19 of the
Conversion Measures, or bought
back and canceled by a securities
firm office on behalf of the
Company, the Company shall
repay these bonds in cash in one
lump sum at maturity based on
100.9% (actual yield 0.3%) of the
face value of the bonds.
Unless converted into common
Company stocks by the converted
corporate bond holders pursuant
to Article 10 of the Conversion
Measures, redeemed in advance
by the Company according to
Article 18 of the Conversion
Measures, or bought back and
canceled by a securities firm office
on behalf of the Company; the
Company shall repay these bonds
in cash in one lump sum at
maturity based on the face value
of the bonds.
Outstanding principal NT$0 NT$0 NT$500,000,000
Redemption or prepayment
terms
See the Company’s 1st Domestic
Secured
Convertible Corporate Bond Issuance
and Conversion Measures for details
See the Company’s 2nd Domestic
Unsecured Convertible Corporate
Bond Issuance and Conversion
Measures for details
See the Company’s 3rd Domestic
Secured Convertible Corporate
Bond Issuance and Conversion
Measures for details
Restriction clause(Note 1) None None None
Credit rating agency
name, rating date, and
company debt rating
results
Not applicable. Not applicable. Not applicable.
  • 70 -
Types of corporate bonds Types of corporate bonds 1st domestic secured convertible
corporate bonds
2nd domestic unsecured
convertible corporate bonds
3rd domestic unsecured
convertible corporate bonds
Other
rights
attached
The number of
ordinary
shares,
overseas
depositary
receipts, or
other securities
that have been
converted
(exchanged or
subscribed) as
of the
publication
date of this
annual report
There has been no application to
convert convertible bonds into
ordinary shares as of the maturity
date of August 26, 2017.
There has been no application to
convert convertible bonds into
ordinary shares as of the maturity
date of August 26, 2017.
Officially listed on the OTC market
on March 26, 2021; and no
corporate bond conversion has
been carried out as of the lock-up
period on June 26, 2021.
Issuance and
conversion
(exchange or
subscription)
method
See the Company’s 2nd Domestic
Unsecured Convertible Corporate
Bond Issuance and Conversion
Measures for details
See the Company’s 2nd Domestic
Unsecured Convertible Corporate
Bond Issuance and Conversion
Measures for details
See the Company’s 3rd Domestic
Secured Convertible Corporate
Bond Issuance and Conversion
Measures for details
Possible equity dilution and
impact on existing
shareholders’ equity due to
issuance and conversion,
exchange or subscription
methods, or issuance
conditions
Not applicable. Not applicable. It is estimated that the number of
convertible shares will account for
approximately 6.7555% of the
total
number
of
outstanding
shares based on the current
conversion price of NT$35.86, and
the
impact
on
existing
shareholders’ equity still remains
limited.
Name of the convertible
subject depository
institution
Not applicable. Not applicable. Not applicable.

Note 1: Such as restricted cash dividend issuance, foreign investment, or requirement to maintain a certain ratio of assets. Note 2: For convertible corporate bonds, exchangeable corporate bonds, collective declaration of corporate bond issuance, or corporate bonds with stock options, the information related to the convertible corporate bonds, exchangeable corporate bonds, collective declaration of corporate bond issuance, or corporate bonds with stock options must be listed in a table format according to nature and be disclosed.

  • 71 -

Convertible corporate bond information

Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information Convertible corporate bond information
March 31,2021
Types of corporate bonds 31491
1st domestic secured
convertible corporate bonds
31492
2nd domestic secured
convertible corporate bonds
31493
3rd domestic secured
convertible corporate bonds
Item Year
2020
2020 2020 2020 2020 2021
As of March 31
Convertible
Corporate
Bond Price
Highest Note 2 Note 2 Note 3 Note 3 Note 4 130.00
Lowest Note 2 Note 2 Note 3 Note 3 Note 4 110.00
Average Note 2 Note 2 Note 3 Note 3 Note 4 122.01
Conversion Price Note 2 Note 3 Note 4
Issuance (handling) date
and issuance conversion
price
August 25, 2014
NT$33.8
August 25, 2014
NT$33.8
March 26, 2021
NT$35.86
Conversion obligation
fulfillment method
(Note 1)
New share issuance New share issuance New share issuance

Note 1: Delivery of shares issued or newly issued shares Note 2: Maturity date is August 25, 2019.

Note 3: Maturity date is August 26, 2017. Note 4: Issuance date is March 26, 2021.

III. Preferred share handling status: None.

IV. Overseas depositary receipt handling status: None.

V. Employee stock option handling status:

(I) Handling status of the Company’s unexpired employee stock options

March 31, 2021

Employee stock option types Employee stock warrants Employee stock warrants
Declaration effective date 2020.09.16
Issuance (handling) date 2020.09.17
Number of units issued 3,000,000
Ratio of subscribable shares to total issued
and outstandingshares
1.45%
Warrant exercise period 2020.09.17~2024.09.16
Warrant exercise method Delivery of new shares issued by the company
Restrictions on the warrant exercise period
and exercise ratio (%)
Stock warrants grant period
(cumulative)
After 2 years
After 3years
Exercisable
share
option
ratio

60%
100%
Number of shares that have been obtained
through exercise of warrant rights
0
Amount of the shares subscribed 0
No. of shares that have not been subscribed 3,000,000
Subscription price per share of the
unsubscribed shares
10.40
  • 72 -

Ratio of the number of unsubscribed shares to 1.45% the number of issued shares (%) The number of employee stock option issued is low, accounting for only 1.45% of the total share capital issued as of the issuance date. Since there Effect on shareholders' equity are also execution ratio and period restrictions, there is little impact on shareholders’ equity.

(2) Names and subscription status of managerial officers who have obtained employee stock options and employees who rank among the top 10 in terms of the number of shares to which they have subscription rights through employee stock warrants

March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
March 31,2021
Subscribed
Unsubscribed
Number
of shares
subscribed
Amount of
the s ha res
subsc ri bed
Amount of
the shares
subscribed
Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)
No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed
Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
0
-
-
-
1,550,000
10.40
16,120,000
0.75%
0
-
-
870,000
10.40
9,048,000
0.42%
Position Na me Numbe r of
subsc riptio ns
obta ined
Numbe r of
subsc riptio ns
obta ined to
to tal iss ued
and
outsta nding
sha res
(No te 1)
Subscribed Unsubscribed
Number
of shares
subscribed

Amount of
the s ha res
subsc ri bed

Amount of
the shares
subscribed

Ratio of
the
number of
subscribed
shares to
the
number of
issued
shares
(No te
1)

No. of
shares
that have
not been
subscribed
Price of
sha res
that have
no t bee n
subsc ri bed

Amount of
the shares
not yet
subscribed
Ratio of the
number of
unsubscribed
shares to the
number of
issued shares
(No te 1)
Managerial Officer Chairperson Chung,
Chih-Ming
1,550,000 0.75% 0 - - - 1,550,000 10.40 16,120,000 0.75%
Vice
President
Chiu,
Huo-Sheng
Vice
President
Wang,
Yao-Chang
Assistant
Manager
Hsu, Hsien-Yi
Assistant
Manager
Lin,
Hsing-Chiao
Assistant
Manager
Wang, Ju-Wen
Assistant
Manager
Hung, Yu-Te
Assistant
Manager
Huang,
Yung-Cheng
R&D
Director
Tsai,
Tsung-Tien
Financial
Supervisor
Wu, Tai-Chiu
Employees Special
Assistant
Chen, Li 870,000 0.42% 0 - - 870,000 10.40 9,048,000 0.42%
Assistant
Manager
Kung,
Cheng-Nien
Engineer Chung, Li-Hsin
Assistant
Manager
Shih, Chun-Nan
Senior
Manager
Kao, Hsiu-Li
Assistant
Manager
Chung,
Hsiang-Tao
Senior
Manager
Chang, Yi-Shou
Senior
Manager
Wang,
Chih-Wen
Senior
Manager
Wang,
Feng-Hui
Assistant
Manager
Liao, Chi-Liang

Note 1: The number of issued shares refers to the number of shares listed by the Change of Registration Jing-Shou-Shang-Zi No. 10801090210 dated August 2, 2019.

VI. (I) Restricted shares for employee subscription handling status: None.

VII. Mergers and acquisitions or share transfer to other companies for new share issuance handling status: None.

  • 73 -

VIII. Fund utilization plan implementation status:

For the previous issuances or private placement of securities that have not been completed or have been completed within the last 3 years but the benefits are not apparent as of the quarter prior to the publication date of this annual report; please describe the content, implementation, and benefit analysis of each plan:

None. The Company's previous cash capital increase, corporate bond issuance, and private placement of equity securities plans within the last 3 years have all been completed, and the benefits of the plans are clearly apparent.

  • (I) First private equity capital increase proposal in June 2017

  • Plan Content

  • (1) Shareholders meeting approval date for the private placement of ordinary shares: June 14, 2017

  • (2) Total funds required for this project: The quota of 65,000,000 shares must be processed in 3 installments within one year from the date of shareholders meeting resolution.

  • (3) Source of funding for this project: The 1st private placement involves 18,808,777

ordinary shares. The subscription price is NT$15.95 per share and the target amount raised is NT$300,000 thousand.

  • (4) Project items and anticipated implementation progress

Unit: NT$ thousand

Unit: NT$thousand
Project items Anticipated completion
date

Total capital amount
required

Capital advance progress
3rd quarter of 2017
Bank loan
repayment
3rd quarter of 2017 142,300 142,300
Enrich working
capital
3rd quarter of 2017 157,700 157,700
Total 300,000 300,000

(5) Expected benefits

In this fundraising plan, the Company plans to repay bank loans and enrich working capital in order to reduce bank loans, save interest expenses, improve financial structure, strengthen debt solvency, and increase financial scheduling flexibility. The bank loan interest rate for the amount repaid is approximately 0.97%~2.25%. Based on the loan interest rate, the interest expenses that can be saved is approximately NT$345 ~ NT$907 thousand per quarter in the future.

  • 74 -

2. Implementation status

Unit: NT$ thousand

Unit: NT$thousand
Project items Implementation status Reasons for progress ahead or
behind schedule and
improvementplans
Bank loan
repayment
Amount spent Estimated 142,300 This plan was completed
during the 3rd quarter of
2017.
Actual 142,300
Implementation
progress (%)
Estimated 100.00
Actual 100.00
Enrich working
capital
Amount spent Estimated 157,700 This plan was completed
during the 3rd quarter of
2017.
Actual 157,700
Implementation
progress (%)
Estimated 100.00
Actual 100.00
Total Amount spent Estimated 300,000 There had been no major
changes to this plan, and all
fund applications were
implemented in the 3rd
quarter of 2017 as planned
and declared in the 4th
quarter of 2017.
Actual 300,000
Implementation
progress (%)
Estimated 100.00
Actual 100.00

3. Execution performance evaluation

(1) Increase or decrease status in current assets, current liabilities, total liabilities, interest expenses, operating income, and earnings per share:

Unit: NT$ thousand; %

Year
Item
First half of
2017
2017 Amount of
increase or
decrease
Increase or decrease
(%)
Current assets 2,048,982 2,268,109 219,127 10.69
Current liabilities 2,882,804 2,609,396 (273,408) (9.48)
Total liabilities 4,231,734 3,824,768 (406,966) (9.62)
Interest expense 25,985 49,160 23,175 89.19
Operating income 1,341,468 3,625,233 2,283,765 170.24
Earnings per share
(NT$)
0.34 0.11 (0.23) (67.65)

Information source: Financial report inspected and certified by a CPA

In July 2017, the Company executed a private placement of common shares for cash capital increase of NT$300,000 thousand in order to repay bank loans, enrich working capital, improve financial structure, and reduce interest expenses. Change comparison for each item in the balance sheets and the comprehensive income statements before and after the fundraising: At the end of 2017, the current assets increased by NT$219,127 thousand, current liabilities decreased by NT$273,408 thousand, and total liabilities decreased by NT$406,966 thousand compared to those of the first half of 2017. The funds

  • 75 -

raised were used to successively paid off bank loans, operating expenses, and procurement costs; which reduced the short-term loans or deferred loan allocation. As a result, the overall interest expense in the second half of 2017 was reduced by NT$2,810 thousand compared to that of the first half of the year. In terms of revenue, with the help from active expansion of the Mainland China market and the initial results obtained from the sales strategy adjustments, the sales revenues from architectural glass, optical coating glass, and protective glass in the second half of 2017 increased compared to the first half of the year. The operating gross loss of 12.47% during the first half of 2017 turned into 1.18% of operating profit. However, due to the low-capacity utilization rate and the decrease in non-industry income during the second half 2017, the amount of after-tax loss in the second half of 2017 increased, and the full-year earnings per share declined. In general, the Company’s operations have gradually reversed from the bottom and are improving. The benefits of the private placement of common shares for cash capital increase have become apparent.

(2) Financial structure and solvency

Unit: %

Unit:
Item Year Before
fundraising
Before
fundraising
First half of 2017 2017
Debt servicing
capability
Current ratio (%) 71.08 86.92
Quick ratio (%) 62.60 76.13
Financial
structure
Debt ratio (%) 76.91 71.27
Ratio of long-term funds
to fixed assets
81.97 97.36

Information source: Financial report inspected and certified by a CPA

In July 2017, the Company executed a private placement of common shares for cash capital increase of NT$300,000 thousand in order to repay bank loans, enrich working capital, improve the financial structure, and reduce the interest expenses. A comparison of debt solvency before and after the fundraising indicated that the current ratio and quick ratio were 86.92% and 76.13%, respectively in 2017; both of which were higher than 71.08% and 62.60% during the first half of 2017 prior to the fundraising. In terms of financial structure, the debt ratio and the ratio of long-term funds to fixed assets were 71.27% and 97.36%, respectively in 2017; which improved from 76.91% and 81.97% compared to the first half of 2017. Therefore, the benefits of this private placement of common shares for cash capital increase have become apparent.

  • 76 -

  • (II) 2018 cash capital increase proposal

  • Plan Content

  • (1) Shareholders meeting approval date for the cash capital increase proposal: May 14, 2018

  • (2) The total amount of funds required for this plan: The amount raised in the cash capital increase via new share issuance is NT$228,780 thousand.

  • (3) Source of funding for this project: Cash capital increase via issuing 18,000,000 new shares. The subscription price is NT$12.71 per share and the target amount raised is NT$228,780 thousand.

(4) Project items and scheduled fund utilization progress

Unit: NT$ thousand

Unit: NT$thousand
Project
items
Anticipated
completion date
Total capital
amount required
Scheduled fund utilizationprogress
2018
Bank loan
repayment
2018 113,000 113,000
Enrich
working
capital
2018 115,780 115,780
Total 228,780 228,780

(5) Fund utilization status

Unit: NT$ thousand; %

Project
items
Implementation Status Implementation Status 2018 Cumulative
Implementatio
n Progress
Progress
Description
Bank loan
repayment
Expenditure
amount
Scheduled 113,000 113,000 Completed
according to
the schedule
Actual 116,306
116,306
Implementation
progress(%)
Scheduled 100% 100%
Actual 100% 100%
Enrich
working
capital
Expenditure
amount
Scheduled 115,780 115,780 Completed
according to
the schedule
Actual 112,474
112,474
Implementation
progress(%)
Scheduled 100% 100%
Actual 100% 100%

The Company’s 2018 cash capital increase and new share issuance proposal was intended for the 3rd quarter 2018 fund utilization according to the fund utilization plan. The 3rd quarter 2018 bank loan repayment and capital enrichment plan amounts were NT$116,306 thousand and NT$112,474 thousand, respectively. There were slight differences from the anticipated amounts of NT$113,000 thousand and NT$115,780 thousand mainly due to using NTD converted to USD to repay loans. After the loan had been repaid, the Company used the remaining balance as working capital enrichment and has already spent NT$112,474 of working capital enrichment for material procurement by the Company. Therefore, the estimated cumulative execution progress and actual execution progress are both 100%, and the application progress is reasonable.

  • 77 -

(6) Fund utilization benefit evaluation

After the Company has raised sufficient funds on August 16, 2018, the total amount required for this project was NT$228,780 thousand. The utilization plan for the fund includes NT$113,000 thousand for bank loan repayment and NT$115,780 thousand for working capital enrichment. Due to the exchange rate difference, the actual bank loan repayment amounted to NT$116,306 thousand and the actual working capital enrichment amounted to NT$112,474 thousand.

As part of the fundraising project, NT$116,306 thousand was used to repay bank loans. As a result, the Company can save the interest expense of NT$1,296 thousand in 2018 based on the interest rate of repaid loans. This can moderately reduce the Company's financial burden, improve the solvency, and strengthen the financial structure; which is beneficial to the Company's overall operation and development.

From this fundraising project, NT$112,474 thousand was used as working capital enrichment to maintain a certain level of working capital required to ensure the revenue scale. This fund has been used to replace bank loans, which will help to strengthen long-term capital stability, improve short-term debt solvency, enhance flexible capital scheduling capabilities as well as financial structure, save interest expenses, and improve the Company’s operational competitiveness. Based on the average interest rate of 2.00% for the Company's short-term loan credit line, using the funds raised to replace the bank loans is expected to save NT$2,249 in annual interest expenses for the Company in the future.

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Five. Operation Overview

I. Business content

The Company mainly provides glass processing and production services for items from scanners, photocopiers, to TN/STN and TFT LCD display glass processing. The services provided by the Company include glass cutting, polishing, thinning, strengthening, and coating. The main products include thinned glass, strengthened glass, coated glass, and 3D forming glass. In terms of photoelectric glass, G-TECH provides one-stop glass processing services via its most comprehensive glass processing capacity, which enables G-TECH to become the photoelectric glass processing services expert in Taiwan.

  1. Business Scope

(1) Company’s Businesses

  • A. Touch-sensitive glass processing and trading: Provide glass cutting, polishing, strengthening, and thinning services for touch panels.

  • B. Optical coating glass processing and trading: Glass coating services for touch panels.

  • C. Thin glass processing and trading: Provide photoelectric glass and architectural glass.

  • D. Cover glass processing and trading: Provide protective cover glass products for touch/display panels.

  • E. Green building glass processing and trading: Provide process services and products such as glass cutting, strengthening, gluing, and surface treatment for energy-conserving buildings.

  • F. Others

  • (2) The Company’s main products and their business ratios:

Unit: NT$ thousand

Year
Product type

2019

2019
2020 2020
Sales value % Sales value %
Smart
optoelectronics
276,719
9.65%

406,329

16.59%
Smart cars 797,824
27.84%

260,441

10.64%
Smart buildings 506,323
17.67%

517,608

21.14%
Others 1,285,208
44.84%

1,264,158

51.63%
Total 2,866,074
100.00%

2,448,536

100.00%

(3) The Company's current products:

The Company’s current products are as follows:

  • A. Smart optics: Provide process services such as glass coating for touch panels and protective cover glass for display panels.

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  • B. Smart cars: Provide glass cutting, polishing, strengthening, coating, thinning, 3D molding glass, and automotive glass for touch panels.

  • C. Smart buildings: OEM for building energy-conserving glass, environmentally friendly baking varnish decoration glass, easy to clean anti-fog glass, and electrochromic glass.

  • D. Other: Commerce.

  • (4) New products developed by the Company

  • G-TECH’s determination to take root in the glass processing industry, deploy new businesses, and develop new product technologies has not changed despite the myriad of challenges and changes in the industry.

  • Its self-developed AS solution offers good characteristics and effects when applied to its own architectural glass products, and has won high praises.

  • High-quality AR coating products officially entered the D customer NB and medical display market.

  • The IoT Smart Window (Electrochromic Glass) combined with the Miaoli Plant ITO coating/building-gluing/IGZO process can enter the smart building market in the future.

2. Industry Overview

  • (1) Industry status and development

A. Smart optics

The global commercial touch display market is estimated to reach US$4.3 billion in 2020 and is expected to reach US$7.6 billion by 2025, with a compound annual growth rate of 12.1%.

  • The high adoption rate of touch screen displays in retail, hotel, healthcare, and transportation vehicles is one of the driving factors of the market.

  • COVID-19 will adversely affect the commercial touch screen market supply chain, thereby hindering the market sales for commercial touch screen products.

  • Smart display is one of the fastest growing platforms for touch screen information display, and the medium promoted among the masses.

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==> picture [433 x 290] intentionally omitted <==

End customers have begun to guide the modular services for TP Module. So, TP Module will gradually be driven by LCD panel manufacturers or their agents, and most TP manufacturers will slowly become supporting actors. Therefore, our strategy has gradually shifted from original industrial control factory-based to directly focus on sports/vehicle and other customers, and supplemented by LCM customers.

The demand for indoor sports equipment has increased significantly because people are unable to exercise outdoors due to the impact of COVID-19. The revenues of well-known American sports and fitness brands Peloton and LuLu Lemon have grown exponentially, thus driving the related supply chain demands.

==> picture [431 x 264] intentionally omitted <==

  • 81 -

Cover Glass

Promote low- and medium-end products in the smartphone and tablet market, and the application technology is gradually shifting towards ITO Film and other alternative technologies. Overall, the rest of the touch panel architecture still needs to use cover glass except for OGS. In addition, OGS must be strengthened twice due to the decrease in strength caused by the manufacturing process. Therefore, there are still concerns about using it for customers in mobile and tablet applications. In general, no matter what kind of technology is used for touch control, cover glass is required. Based on the preceding NPD forecast market development, the demand for cover glass is still increasing annually.

B. Automotive market

  • The global sales peaked at 95 million units/year in 2017. There has been a downward trend since 2018, which closed at 88 million units/year in 2019.

  • Although China accounted for the world's largest sales volume with 25 million units per year, sales in 2019 fell by 9%, which exceeded the annual average. The Japanese and Korean markets are relatively stable, maintaining a stable level of 13 million/year.

  • Macroeconomic downturn and weak demands are the main factors for the decline in vehicle sales.

==> picture [476 x 214] intentionally omitted <==

  • The sales of pure electric and hybrid new energy vehicles have performed well despite the global automobile consumer market downturn. New energy vehicles are still in the early phase of development, and the future scale is expected to continue to increase due to various factors.

  • (1) North American Market

  • The new energy vehicle market is expected to reach 2 million units/year by 2025.

  • 82 -

  • The growth of new energy vehicle sales is attributed to the help of policy subsidies, the rise of environmental protection awareness, and the innovation and new experiences from the supply side.

  • (2) European Market

  • The penetration of new energy vehicles in the European market will be more radical with a higher proportion of pure electric vehicles, which is expected to reach 5 million units/year by 2025.

  • Supply end: Subsidies for new energy vehicle development.

  • Market end: Subsidies for replacing old fuel vehicles with new energy vehicles.

  • Policy end: Strict CO2 emission standards facilitating the elimination of old fuel vehicles.

  • (3) Mainland China Market

  • Mainland China has started to enter the maturity phase for the new energy market in 2020.

  • The endurance technology improvement gives consumers greater confidence.

  • New energy vehicles are widely accepted and gradually becoming mainstream. The license restriction factor also helps to persuade consumers to select new energy vehicles.

  • As government subsidies gradually withdrew, the impetus for new energy development started to shift towards product and user demands.

==> picture [389 x 256] intentionally omitted <==

  • In the 5G era, autonomous driving technology is developing rapidly, and cars will provide increasingly more information to occupants. The vehicle-mounted screen must be able to fully display this information and make sure that the display is clear enough. The trend of large and multiple screens in cars has become inevitable regardless whether it is simply trendy or can improve safety.

  • 83 -

So, how do we install these screens so they can ensure safety in a limited vehicle space while enhancing aesthetics and a sense of technology?

  • Today’s vehicle-mounted screens include the LCD instrument screens that evolved from traditional mechanical indicator instrument panels, and its size will not change much in the short-term. Many designs have appeared for the central control touch screen positions in recent years. They include suspended central consoles, embedded central consoles (typical example: Tesla), or even rotatable designs (BYD). In the past 2 years, a dual screen that contains the central control and the dashboard side by side has quietly become the norm. Therefore, how to ride this wave forward has become an important topic.

==> picture [517 x 302] intentionally omitted <==

==> picture [502 x 109] intentionally omitted <==

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==> picture [502 x 307] intentionally omitted <==

==> picture [480 x 301] intentionally omitted <==

 The 3D glass production process is extremely complex with extremely high technology and capital thresholds, and requires large-scale capital investment. The Company has engaged in the curved glass processing industry for many years, accumulated rich production experience, and gained the most advanced production technology in the industry; which laid a solid foundation for the

  • 85 -

Company's technology R&D and capital expenditure. At present, the curved glass industry is ushering in two major trends: glass phone back covers and 3D glass upgrades. The Company has technical, capital, and customer advantages in the glass processing industry and is expected to expand its lead against the competitors in this new trend.

  • G-TECH’s 3D glass mass production technical capability can achieve a curvature of 85 degrees and a height of 35mm.

  • . Technology and product applications: 3C/automotive products, 3D glass foundry, automotive glass components integration, decorative glass protection, cutting/CNC/grinding/polishing/chemical strengthening, thinning/etching, printing/surface treatment, coating/AR/AG/ITO, and 3D glass formation processes.

  • . Unique 3D glass formation technology:

    • Glass types: Aluminosilicate glass/boron glass/sodium glass

    • Glass thickness: 0.4mm ~ 40mm

    • Machinable size: Max 12.1” (250mm x 350mm)

    • Mold fixture: Customized

    • Glass surface: Smooth/matte surface

    • Curvature angle: ~ 90 degrees

    • 4-side curvature

==> picture [384 x 143] intentionally omitted <==

  • . Surface treatment done on 3D glass: Stain repellent, anti-fingerprint, anti-glare,

low refraction, low reflection.

C. Smart buildings

With the rise of global environmental awareness, some countries have begun to require new buildings to be equipped with energy-conserving architectural glass. The Architecture and Building Research Institute, Ministry of the Interior, has started to promote the green building label in 1999. The green building materials policy has been implemented since January 2006 to increase the utilization rate of green building materials for indoor decoration materials to 45%, and stipulates that the utilization rate of green building materials in outdoor areas must exceed 10%. The energy conservation awareness has gradually spread to the residential construction market.

  • 86 -

The objective of G-TECH’s Smart Building Business Division is to create a more comfortable and energy-conserving living environment for the Taiwanese people using its proprietary high-tech glass processing core technology. In recent years, this division has successively launched high-quality Low-E building energy-conserving glass, environmentally friendly varnished decorative glass, and easy-to-clean anti-fog glass products. The local processing process is adopted to provide Taiwanese people with environmentally friendly green building materials with higher added value. The Company’s smart building products include:

  • (1) SUNERGY hard-coating energy-conserving glass (on-Line / lower cost / second best radiation resistance)

  • (2) STOPRAY soft-coating energy-conserving glass (off-Line / higher cost / good radiation resistance)

  • (3) STOPSOL micro-reflective glass (easy to strengthen and bend, can be used in single or multiple layers)

  • (4) AS easy-clean glass & AF water mirror (special nano-coating technology)

  • (5) Matte glass (for outdoor or indoor use; and can adopt strengthened, glue, multi-layer, or other processing)

(6) Clearvision ultra-white glass (High-definition natural exhibition room glass) According to a survey conducted by Grand ViewReserch, it is estimated that the smart building market will grow at a compound annual growth rate of 7.2% from 2015 to 2022, and reach US$99.57 billion by 2022.

Projects completed in recent years include Nangang Exhibition Hall, National Taiwan University Cancer Medical Building, New Taipei City MRT, Danhai Light Rail Station, Kaohsiung Station, Hualien Station, Dali Art Plaza, Tainan Art Museum, Foxconn Shanghai Headquarters, and Xinzhuang Honghui Plaza.

==> picture [423 x 177] intentionally omitted <==

The change of light and energy through the color-changing glass can provide the following effects:

  • . Conserve energy and save costs

  • . Increase environmental comfort

  • . Enhanced privacy function

  • 87 -

Form of energy change by the color-changing glass:

  • . Photochromic

  • . Thermochromic

  • . Electrochromic, SPD, & PDLC (G-TECH can achieve 99.9% light blocking within 5

  • minutes): Only EC smart windows provide options such as a wide range of light penetration rates, fast switching, energy saving and anti-glare control, enhanced privacy, and 20-year life cycle durability.

Smart color-changing glass will replace traditional glass and sun blinds for buildings and residences. According to market research, the scale can exceed US$100 billion annually. Among them, indoor partitions, high-end residential, and commercial building demands will reach US$16 billion. According to the smart window market analysis and forecast released by IndustryARC, the smart window market had realized the revenue of approximately US$3.245 billion in 2015, and would grow at a compound annual growth rate of 22.9% to reach US$9.1 billion by 2020.

==> picture [518 x 129] intentionally omitted <==

(2) Association between the upstream, midstream, and downstream industry participants:

A. Touch sensing glass processing process and industry chain

The upstream of the touch sensing glass is the mother glass melting furnace operators Asahi Glass or Nippon Sheet Glass. The mother glass produced must be precisely cut/ground into a thin glass of a certain size and flatness, chemically strengthened according to the customer's specification, coated into conductive glass, and then handed over to the touch module manufacturer to produce the panels for the assembly of final products such as smartphones or tablets.

  • 88 -

Details are shown in the diagram below:

==> picture [419 x 247] intentionally omitted <==

  • B. Optical coating and cover glass industry chain

Due to the rising demands of cover glass for mobile phones, NBs, tablets, and LCD TVs in recent years; upstream glass suppliers (including Corning and Asahi Glass) have expanded their production of aluminosilicate glass, which is the raw material for cover glass.

Aluminosilicate glass must undergo various processes such as cutting, edging, drilling, polishing, thinning, strengthening, printing, laser engraving, and coating based on the needs of different terminal applications. There are also different levels of processing according to the customer’s design in terms of glass shape, mechanism, and strength. There are as many as a dozen manufacturing processes, and the processing service is highly customized. Then the products are shipped to the touch module or system assemblers.

The basic cover glass processes are as follows:

==> picture [356 x 178] intentionally omitted <==

  • 89 -

(3) Various product development trends and competition status

A. Various product development trends

At present, 3C products are developing towards light, thin, short, stylish, and concise in terms of design. Display screens are getting increasingly bigger, and full-plane and narrow bezel designs are becoming more popular. In terms of input interface, mechanical keyboards have gradually been replaced by touch panels.

Under this development, the area of glass used by various handheld devices is getting increasingly larger, and there is a trend to integrate and replace metal or plastic casings even further. For this reason, the glass processing requirements have become more diversified and customized. Therefore, the Company must implement diversified production capacity and process deployment in order to respond to different customer product design demands.

B. Competition status

G-TECH’s production capacity and product lines have kept pace with the times over the past decade since its establishment. With its prospective industry deployment from glass cutting, thinning, strengthening, coating, to the expansion and construction of its 3D molding process plant in recent years; G-TECH is able to provide a series of diversified and integrated glass processing and production services to its clients.

Although there are competitors in the glass cutting, thinning, strengthening, and coating fields; G-TECH remains the only company in Taiwan and even worldwide that can provide integrated production with multiple processes in terms of integrated services. This is one of G-TECH's biggest advantages in the glass processing services field.

Moreover, G-TECH has taken the lead among its peers to invest in 3D glass formation technology R&D and mass production, and actively enterer into the innovative automotive interior components and consumer goods related glass material fields. G-TECH is the only supplier in the market that has invested in mass production of 3D glasses.

3. Technology and R&D overview:

(1) Business technical level and R&D overview:

The Company is a professional photoelectric glass processing services and key glass components provider, and its core technologies include glass cutting, polishing, coating, and strengthening. The Company is actively developing precision cutting, high-efficiency polishing, multi-functional coating, super-size substrate, and 3D glass surface formation processing products. In addition, G-TECH is also actively developing integrated applications that combine the Company’s core technologies to satisfy the high-customization demands for terminal products. The development focus of the Company's R&D unit includes the continuous development of existing core technologies, vertical product integration, as well as modular and functional integration required to meet the customization demands.

In terms of multi-functional coatings, the development is focused on curved surface coating and multi-angle low chromatic aberration anti-reflective film. The Company has implemented Big Data analysis using sophisticated simulation software in order to achieve the best layer design and improve customer satisfaction. In addition to anti-reflective coatings, we also developed stain repellent coatings, anti-glare coatings, and antibacterial coatings to meet the diverse needs of customers.

In terms of terminal applications, the Company uses glass as the base material for its

  • 90 -

products and offers various processing services for various displays and electronic devices. Small-size products include smart phones and multimedia players; medium-size products include tablets, game consoles, e-book readers, as well as satellite positioning and navigation systems; and large-size products include All-In-One PCs, notebook computers, LCD monitors, and LCD TVs. In addition to flat glass applications, the Company has also actively conducted technical R&D for special shaped glass products in order to meet the application needs of next generation cover glass demands for electronic devices.

In terms of automotive industry applications, the Company has used its quality systems to achieve high-standard automotive certifications, and jointly developed non-planar glass interior integrated products with its customers. Such products include central control system, display and touch applications, and curved or multi-curvature decorative panels. The objective is to provide durable cover glasses needed to satisfy human-machine touch-panel interface simplifications and lightweight designs in response to electrification of vehiclese, achieve product integration, and meet more innovative application requirements from the market.

The Company has established trial production lines and laboratories in the plant to research and develop new processes and technologies, and continued to invest R&D funding for the improvement and integrated development of the important core technologies mentioned above. As the market grows and consumer electronic products continue to evolve and change; 3D formation glass has considerable development potential based on the application demands for new functions, shapes, and materials.

(2) R&D personnel and their education background

March 31, 2021

March 31,2021
Education background Number of people Ratio (%) Average work tenure in the
Company (years)
Doctoral degree 0 0 0
Master’s degree 3 12.50% 3.35
University 12 50.00% 4.96
College 5 20.83% 6.64
Vocational high school 4 16.67% 5.8
Total 24 100% 14.8

(3) Annual R&D investment for the last 5 years

Unit: NT$ thousand

Year
Item

2016
2017 2018 2019 2020
R&D expenditure 140,594 49,628 54,841 43,469 39,442
Net operating
income
2,561,784 3,625,233 4,170,703 2,866,074 2,448,536
Ratio of R&D
expenses to net
revenue
5% 1% 1% 2% 2%
  • 91 -

(4) Successfully developed technologies or products

Year Contents of R&D achievements Main benefits (feature description)
2014 1. Curved surface polishing jig
optimization
Improve polishing quality and increase yield
2. Special curved glass exterior
design
Improve production cost and increase yield
3. Integrated-glass semi-finished
product processing
Integrated self-cover glass / ITO product used
to provide customers with high-strength glass
to make touch modules
4. AG etching technology
development
Establish the AG etching process technology
5. Sprayingequipment optimization Improve spray qualityand increaseyield
6. Development of smart glass for
buildings
Develop new markets and construction
products
7. Mold surface technology
development
Establish glass-surface roughness-level
technology
2015 1. Multi-axis CNC machining
technology
Improve CNC process and increase yield
2. Laserprocessingtechnology Improveproduction cost and increaseyield
3. Anti-glare etching technology
development
Promote to the automotive and building
construction markets
4. Development of next-generation
thermoformingtechnology
Promote to the automotive and building
construction markets
5. Functional coatingdevelopment Improve coating qualityand increaseyield
6. Development of smart glass for
buildings
Develop new markets and construction
products
7. Mold surface treatment
technologydevelopment
Improve mold surface quality and life cycle
2016 1. Multi-dimensional structure
anti-explosion technology
Establish consumer anti-explosion
requirements
2. AG spraying process technology Meet customer demands for anti-glare OGS
glass
3. AGAR technology development Promote and apply the technology to
automotive market
4. Dimming film development Promote construction market applications
2017 1. Development of multi-cavity mold
technology
Improve product efficiency
2. Development of high-strength
moldingtechnology
Improve product strength design
3. Multi-layer structure AR
development
Development of ultra-low reflection multilayer
film
4. Development of low-impedance
and high-temperature resistant
conductive film
Respond to the smart glass product demands
5. Development of medium and
large 3Dglass formation technology
Respond to the large-size interior panel needs
after automotive electrification.
6. Electrochromicprocess Promote construction market application
  • 92 -
Year Contents of R&D achievements Main benefits (feature description)
technologydevelopment needs
7. Floating edge glass gluing process Improve glass utilization rate and increase
product competitiveness
8. Electro-optical multi-layer
technology
Respond to large electrochromic glass
demands
2018 1. Vehicle display multi-curvature
glass development
Respond to the diverse vehicle interior design
needs
2. Multi-stage color changing process
technologydevelopment
Adjust the degree of sunlight according to
weather forecasts
3. 3D high penetration multilayer
coating technology development
Multi-curvature design must be used in
combination with high-throughput coating due
to high sunlight reflection in the drivingarea
4. Optoelectronicgluingtechnology Multi-curvature design andpanel combination
2019 1. Development of high-temperature
resistant transparent conductive film
TCO material
The second supplier; reduce costs.
2. Development of multi-stage
electrochromicprocess technology
Develop new products and applications
3. 3D high penetration multilayer
coatingtechnologydevelopment
Increase product performance
4. Vehicle display multi-curvature
glass development
Develop new products and applications
2020 1. Building optoelectronic gluing
technology
New technology development; improve yield.
2. Development of automotive 3D
anti-reflection film
Uniform film layer, ensure no chromatic
aberration AR for 3D curved surface
3. Vehicle cover glass non-plating
technology
Development of traceless coating technology
4. Development of electrochromic
layer materials
Use Sputter technology to develop EC
materials
As of the
end of
March 2021
1. Multi-angle uniform color AR Vehicle coverglass application
2. Building photoelectric negative
pressuregluingtechnology
Develop diversified product applications

3. Development of electrochromic
layer materials
Electrolyte glue development.

(5) Competitive strategy

The Company has over a decade of accumulated experience in display glass processing related technology R&D and production; and has the most comprehensive, largest scale, high-level process integration, and strongest capability to meet the industry trend demands among its peers in Taiwan. Compared to its smaller-scale or new-entrant competitors, the Company has firmly maintained its leading position in technology and production capacity, and possesses strong competitive advantages.

The Company also aims to be a world-class comprehensive optical glass processing service provider. In the future, the Company will continue to grasp the market trends, invest in R&D resources, and maintain capacity expansion speed and efficiency in order to create higher growth momentum and profitability.

  • 93 -

  • Long- and short-term business development plans

  • (1) The Company's short-term business development plan

  • A. Operating strategy: In addition to deploying the existing smartphones, tablet computers, and electronic product peripheral accessories; the Company will also actively develop non-consumer electronic markets such as industrial control and accelerate expansion in the architectural glass market.

  • B. Product strategy: Build a production line suitable for small-volume and high-diversification production according to the market customer demands, quickly increase production capacity, and achieve mass production and production efficiency in the shortest time in order to achieve a win-win for Company profits and customer interests.

  • C. Marketing strategy: Expand the customer base and extend the core competence related product applications in order to achieve the high speed, service optimization, cost effectiveness, and best quality objectives.

  • (2) The Company's mid- and long-term business development plan

  • A. Operational strategy: Improve technology and process capabilities, provide total solutions, widen the gap with competitors, and maintain industrial competitiveness and high profitability.

  • B. Strengthen the R&D of new products and materials with cost advantages in order to enhance the Company's long-term competitiveness.

  • C. Vertical supply chain integration: Obtain more electronic glass substrate procurement and processing technology advantages via in-depth cooperation with electronic mother glass manufacturers. Partner with Asahi Glass for architectural glass in order to create new demands in Taiwan’s architectural glass market.

  • D. Marketing strategy: Pass the TS16949 quality system certification, actively expand the automotive market, and develop new products and new customers based on customer needs. Expand the market for niche products such as electronic whiteboards and Mirror Glass, and extend the reach into this market.

  • 94 -

II. Market, production, and sales overview

1. Market analysis

(1) Sales areas for main products

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand
Year
Sales regions
2019 2020
Sales amount Ratio Sales amount Ratio
Taiwan 658,455 22.97% 816,037 33.33%
The United States
30,002
1.05% 15,466 0.63%
Mainland China 1,410,907 49.23% 1,372,732 56.06%
Japan 6,624 0.23% 13 0.00%
Germany 91,351 3.19% 57,528 2.35%
Belize 451,299 15.74% 125,143 5.11%
HongKong 177,981 6.21% 32,258 1.32%
Indonesia 29,192 1.02% 27,713 1.13%
France 0 0.00% 1,598 0.07%
Portugal 0 0.00% 48 0.00%
Samoa 10,263 0.36% 0 0.00%
Thailand 0 0.00% 0 0.00%
Total 2,866,074 100.00% 2,448,536 100.00%

Note: Must be based on the consolidated financial report.

(2) The future supply/demand and growth status of the market

In recent years, the application of glass in electronic devices has become increasingly more widespread. Since 2007, the demand for touch-sensing and cover glasses has grown rapidly as mobile phones started to adopt full-screen touch control. Since 2010, tablet PCs started to offer 100% full-screen touch controls, and the screen sizes for smartphones have enlarged from 3.5 inches to 10 inches to provide larger glass application areas. For glass processing service manufacturers, the market size has grown exponentially each year.

Although the demand for smartphones and tablet computers has gradually entered a slow-growth period after years of increasing demand, the trend remains positive. The mainstream sizes of smartphones have grown from 3.5 inches to 5.5 inches, and 7 inches to 8 inches tablet PCs are also vying for market share.

In terms of the 2D/2.5D mobile phone and tablet computer cover glasses, worries about oversupply gradually emerged in 2013 because numerous manufacturers have invested in production capacity deployment in the market since 2011.

G-TECH’s processing services have changed from volume growth in the past to the pursuit of more differentiated and diversified designs. G-TECH diversified process services have enabled it to become the market leader in anti-reflective (AR) high-precision coating, 3D molding, and other high-variability and different-curvature processes; which have facilitated sustainable business development for the Company. Since the market demands for touch panels are in the initial rising stage; the demands for strengthened cover glasses in electronic product terminal devices are expected to take off in the next few years due to the rapid expansion of touch control terminal applications, the rapid growth of medium and large size applications such as tablet computers, and the introduction of cover glasses for NB and LCD TV exterior designs.

  • 95 -

  • (3) Competition niche

  • A. Strong professional management team, excellent R&D capabilities.

  • B. Directly cooperate with brand manufacturers for development, and grasp the first-hand market information.

  • C. High technical threshold, vertically integrated products, and lack of comprehensive competitors.

  • D. Adopts the latest automatic coating equipment and leading technology with high production efficiency.

E. The leading exclusive 3D molded glass mass production manufacturer in the market. (4) Favorable and unfavorable factors for development prospects as well as countermeasures:

  • A. Favorable factors:

  • a. Provide customers with highly integrated and customized product requirements. Since G-TECH has a full production line service process capability for areas such as cutting, grinding, thinning, etching, polishing, strengthening, and coating; it can satisfy brand customers’ high-customization demands for glass products and provide one stop shopping services.

  • b. Possess the world's largest glass strengthening furnace and AR coating capacity. In terms of the production capacity of strengthened glass for touch panels, G-TECH is currently the world's largest supplier for chemically strengthened glass due to its early deployment and active production capacity expansion in the past two years.

  • c. Becoming part of the supply chain for first-line brand manufacturers will help consolidate the Company's position and expand the market.

    • G-TECH’s complete comprehensive glass processing service production line can meet the needs of first-line brand customers. G-TECH has also passed major international plant certifications and established its leading position in the glass processing field.
  • d. Leading technology with deployment in innovative optical coating, 3D molding glass, and other new technologies.

    • G-TECH has developed its glass technologies for many years, possessed high-end technology R&D capabilities, and had a keen sense of trend as well as market flexibility in this field. After entry into the touch-panel strengthened cover glass market, G-TECH has been actively developing next-generation products such as the strengthened 6th-generation touch-sensing glass, innovative optical coating technologies, and 3D molded glass products (of which have reached the mass production phase).
  • 96 -

  • B. Unfavorable factors and countermeasures:

  • a. Touch module and panel plants have integrated upwards, and new competitors increased.

Due to the rapid growth of the cover glass market and the market's tight production capacity supply, panel and touch module plants tended to integrate upwards and enter the cover glass field in order to control the supply source.

  - Countermeasures: Partner with upstream glass substrate plants to strengthen strategic alliances.
  • b. The rise of low-cost touch panels in mainland China

    • Mainland China's touch panel suppliers compete by cutting prices, which gave touch panel manufacturers greater bargaining margin in order to make their products more price-competitive.

    • Countermeasures: G-TECH will carefully evaluate customer quotations and seek more effective production methods to meet the customers’ quality, materials, and manufacturing process demands.

  • c. Mainstream touch technologies change rapidly, and alternative materials are emerging

    • WitWitsview predicted that the proportion of tablet PCs using G/G touch technology architecture would decrease from 46.3% in 2012 to 6.8% in 2014. The application of touch technology for small to medium sizes will focus on the in/on cell, resulting in reduced use of strengthened glass for touch sensors.

    • Countermeasures: Use the capacity of the strengthening furnace for cover glass and 3D molded glass products.

  • Important purpose and production process for main products

  • (1) Important purpose for main products

The Company's products are mainly used for flat-panel displays such as smartphones, tablets, notebook computers, portable navigation systems, game consoles, multimedia players, LCD monitors and TVs, and devices equipped with touch panels.

  • (2) Production process for main products:

  • a. Strengthened, coated, and 2D cover glass

The basic glass processing process is as follows:

  • 97 -

==> picture [329 x 222] intentionally omitted <==

b. 3D molded glass

The 3D molded glass production process involves molding flat mother glass substrate into various required shapes first, and then proceed to the basic glass processing process shown in the figure above.

3. Main raw material supply status

3. Main raw material supplystatus
Main raw material
name
Main supplier Supply availability
Glass substrate AGC, Corning Stable quality and supply, long-term cooperation,
andgood supplystatus
  • 98 -

  • List of main purchase and sales customers

  • (1) The names of customers and suppliers that have accounted for over 10% of the total purchases or sales in any of the last two years as well as the purchase amount and ratio, and please describe the reasons for the increase or decrease:

A. Procurement

Unit: NT$ thousand

==> picture [504 x 275] intentionally omitted <==

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

2019 2020 2021 as of the previous quarter
Percent Percent Percent
age to Relation age to Relation age to Relation
Item annual with annual with annual with
Name Amount Name Amount Name Amount
net the net the net the
purchas issuer purchas issuer purchas issuer
es (%) es (%) es (%)
K.N.
1 Internatio 594,834 27.90 None Futaihua 802,845 45.63 [Related ] 200,281 45.73 [Related ]
parties [Futaihua ] parties
nal
Hong
2 Futaihua 570,237 26.75 [Related ] Kong 53,363 12.18 None
parties
Boen
W. Young
3 Tech Co., 234,035 10.98 None
Ltd.
4 - - -
Others
Others 732,771 34.37 Others 956,753 54.37 184,305 42.09
Net Net Net
purchase 2,131,877 100.00 - purchase 1,759,598 100.00 - purchase 437,949 100.00 -
amount amount amount
----- End of picture text -----

Explanation of increase or decrease change:

Transactions fell sharply in 2020 due to the impacts of COVID-19, resulting in a decrease for the amount of goods purchased by suppliers.

B. Sales

Unit: NT$ thousand

B. Sales B. Sales B. Sales B. Sales Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Item 2019 2020 2021 a s of the previous quarter
Name Amount Percent
age to
annual
net
sales
(%)
Relation
with
the
issuer

Name
Amount Percent
age to
annual
net
sales
(%)
Relation
with
the
issuer

Name
Amount Percent
age to
annual
net
sales
(%)
Relation
with
the
issuer
1 Jabil 579,893
20.23
None Jabil 730,713
29.84
None Jabil 165,740
26.54

None
2 Whirlwind 451,299
15.75
None
3 -
4
Others 1,834,882
64.02

-
Others 1,717,823
70.16
Others 458,677
73.46

-
Net
revenue
2,866,074 100.00
-
Net
revenue
2,448,536 100.00
-
Net
revenue
624,417 100.00
-
  • 99 -

Explanation of increase or decrease change:

Revenue in 2020 was lower compared to that of 2019 due to the COVID-19 outbreak in Q1 of 2020, which caused a decrease of NT$420 million in revenue.

However, the sales of smart optoelectronics and smart buildings showed revenue growth, which increased by NT$130 million and NT$10 million, respectively, over the same period in 2019.

5. Analysis of production value and changes in the last two years

Unit: PCS(K);NT$thousand Unit: PCS(K);NT$thousand Unit: PCS(K);NT$thousand Unit: PCS(K);NT$thousand Unit: PCS(K);NT$thousand Unit: PCS(K);NT$thousand
Year
Production volume &
mainproducts
2019 2020
Capacity
(Note)
Output
volume
Output value Capacity
(Note)
Output
volume
Output value
Smart optoelectronics 1,360
1,186

513,909

2,274

2,712

656,902
Smart cars 1,500
760

232,426

1,165

365

171,791
Smart buildings 6,265
2,996

266,531

6,600

2,893

288,199
Total 9,125
4,942

1,012,866

10,039

5,970

1,116,892

(Note): 1. Production capacity refers to the quantity that the Company can produce under normal operation using the existing production equipment after measuring the necessary shutdowns, holidays, and other factors.

Analysis and explanation of changes in production value:

  • . The output value of smart optoelectronic glass increased primarily due to the demand increase of coated glass for iMac and sports equipment.

  • . The decline in the output value of smart vehicle glass was primarily due to the suspension of sales for some products during the 2nd half of 2020.

  • . The increase in the output value of smart building glass was primarily due to the increase in large-scale construction project demands.

6. Analysis of sales volume and changes in the last two years

6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years 6. Analysis of sales volume and changes in the last two years
Unit: PCS(K);NT$thousand
Year
Sales volume of
mainproducts

2019
2020
Domestic sales Export sales Domestic sales Export sales
Volume Value Volume Value Volume Value Volume Value
Smart
optoelectronics
349
102,622

268

181,579

605

142,536

360

149,816
Smart cars 645
37,698

698

746,997

396

80,153

560

302,100
Smart buildings 5,553
497,814

18

8,509

8,073

509,849

1

156
Others 186
20,321

22,868

1,270,534

650

83,499

28,688

1,180,427
Total 6,733
658,455

23,852

2,207,619

9,724

816,037

29,609

1,632,499

Analysis and explanation of sales volume changes:

The Company's sales in 2020 decreased by NT$418 million compared to that of 2019 primarily due to the COVID-19 outbreak in Q1 of 2020, resulting in a decrease of NT$580 million in export sales. However, domestic sales increased by NT$158 million.

  • 100 -

III. Employee information for the most recent two years and as of the publication date of the annual report

Item/Year Item/Year 2019 2020 Current year until March
31,2021
Number of
employees
Indirectpersonnel 203 311 315
Directpersonnel 267 205 227
Total 470 516 542
Average age 37 40.05 39.6
Average service tenure 6.55 8.28 7.63
Education
distribution
ratio (%)
Doctoral degree 0% 0 % 0 %
Master’s degree 4% 4.2 % 4.23 %
University
(post-secondary)
56% 56.09 % 55.38 %
Vocational high school
(inclusive)or lower

40%
39.71 % 40.38 %

IV. Environmental protection expenditure information

  1. For a pollution facility installation permit or a pollution discharge permit application, pollution prevention and control fee payment, or setting up a special unit for environmental protection personnel according to laws and regulations; please describe the application, payment, or establishment status:
Item Establishment requirement Approval number Approval time
Water Pollution Control Act
(Miaoli Plant 3)
Water
pollution
control
facility permit

Miao-Xian-Huan-Pai-Xu-Zi No. 00606-01
2018.10.17
Responsible person Yao-Pin Chang (2012) Huan-Shu-Xun-Zheng
No. GB070509
2016.02. 24
Water Pollution Control Act
(Miaoli Plant 2)
Water
pollution
control
facility permit

Miao-Xian-Huan-Pai-Xu-Zi No. 00409-04
2018.05.01
Responsible person Chih-Hung Chou (2016)
Huan-Shu-Xun-ZhengNo. GA050915
2016.10.03
Water Pollution Control Act
(Southern Taiwan Science Park
Plant 2)
Water
pollution
control
facility permit

Nan-Ke-Huan-Shui-Xu-Zi No. D0098-05
2019.10.14
Responsible person Chien-Pin Lin (2003) Huan-Shu-Xun-Zheng
No. GA020224
2003.07.17
Waste management
(Miaoli Plant 1)
Waste disposal plan Fu-Huan-Fei-Zi No. 1050034061 2016.10.07
Waste management
(Miaoli Plant 2)
Waste disposal plan Fu-Huan-Fei-Zi No. 1060026841 2017.07.17
Waste management
(Miaoli Plant 3)
Waste disposal plan Fu-Huan-Fei-Zi No. 1070054802 2018.12.18
Waste management
(Southern Taiwan Science Park
Plant 2)

Waste disposal plan
Nan-Huan-Zi No. 1080021867 2019.08.12
Air Pollution Control Act
(Miaoli Plant 2)
Stationary Pollution Source
Installation Permit

Miao-Fu-Huan-Zheng-Zi No. K0571-00
2014.05.28
Air Pollution Control Act
(Miaoli Plant 2)
Stationary Pollution Source
Operating Permit

Miao-Fu-Huan-Cao-Zheng-Zi No. K0906-01
2019.10.16
  • 101 -

  • Investment in major equipment for the prevention and control of environmental pollution as well as its use and possible benefits:

Unit: NT$ thousand

Unit: NT$thousand
Equipment name Quantity
Date
obtained
Investment
amount
Purpose and overview of
the expected benefits
Remarks
Wastewater treatment
facility
1 2015.05.15 65,000 Wastewater treatment
Air pollution treatment
equipmentproject
1 2014-06-01 16,387 Waste gas treatment
Wastewater treatment
project
1 2014-06-01 6,194 Wastewater treatment
Wastewater treatment
project
1 2010.09.01 35,983 Wastewater treatment Factory lease and existing
equipment
Wastewater treatment
project
1 2010.07.17 710 Wastewater treatment
Waste
gas
activated
carbon
adsorption
treatment system
1 2004-02-02 200 Waste gas treatment Factory lease and existing
equipment
Wastewater treatment
project
1 2004-02-02 1,500 Wastewater treatment Factory lease and existing
equipment
Wastewater treatment
facility
1 2008.04.01 3,465 Wastewater treatment
Wastewater treatment
facility
1 2001.03. 30 2,750 Wastewater
recycling
treatment
  1. In the most recent year and as of the publication date of this annual report, if there is any pollution related dispute during the Company’s environmental pollution improvement process, please describe the handling process: None.

  2. Losses incurred due to environmental pollution (including compensation and environmental protection audit in violation of environmental protection laws and regulations, the date of disciplinary action, the case number, the laws and regulations violated, the content of violations, and the content of disciplinary action must be listed). Please also disclose the estimated amount that may occur at present and in the future as well as the corresponding measures. If a reasonable estimate cannot be made, please state the fact why it cannot be reasonably estimated:

  3. (1) Violation factor: disciplinary date: 2010.01.06

     - Disciplinary No.: Huan-Fei-Zi No. 1090000753
    
     - Violation article: Subparagraph 2, Paragraph 1, Article 31 of the Waste Disposal Act
    
     - Violation content: 2019.11.12 Miaoli Plant 2's output of waste oil mixture D-1799 deduct by the volume declared does not meet the storage volume, and waste ink D-2405 was not declared for storage according to regulations.
    
     - Disciplinary content: A fine of NT$12,000 even and environmental training for 2 hours.
    
    • Future countermeasures: The waste reporting management system has been revised and improved immediately, and the quality balance on the
  4. 102 -

reporting system has been confirmed monthly to prevent the same situation from recurring.

  1. The impact that the current pollution status and improvement has on the Company's earnings, competitive position and capital expenditures as well as the major environmental protection capital expenditure budget for the next 2 years: No major impact.

V. Labor-capital relations

  • (I) The Company’s various employee welfare measures, advanced studies, training, retirement systems, and their implementation conditions; the labor and management agreement status; and status of various employee rights protection measures.

  • Employee welfare measures:

    • (1) Company benefits: labor insurance, health insurance, group insurance: The subjects are employees, and the insurance contents are accident insurance, etc.

    • (2) Employee benefits: welfare subsidies (marriage, childbirth, funeral, and birthday), educational grants (employees and their children), festival bonuses (Spring Festival, Labor Day, Dragon Boat Festival, Mid-Autumn Festival), cultural and recreational activities, leisure travel, and emergency relief.

2. Further education and training:

==> picture [472 x 215] intentionally omitted <==

Employee education and training are provided according to their functions. The training courses are divided into 5 categories: professional, general, rank, basic, and Occupational Safety and Health Act.

2020 education and training implementation overview is shown in the table below:

2020 education and training _total number of employees trained 2020 education and training _total number of employees trained 2020 education and training _total number of employees trained 2020 education and training _total number of employees trained 2020 education and training _total number of employees trained 2020 education and training _total number of employees trained
Plant Basic Profession General Occupational Safety
area training type education type Rank type and Health Act Total
G-TECH 22 370 34 0 51 477
Southern
Taiwan
Science
Park

96
125 0 0 3 224
Total 118 495 34 0 54 701
  • 103 -

3. Retirement system:

The Company allocates 6% of the monthly salary to the pension fund and deposits it in the employee’s personal pension account.

  1. Labor-management agreement status and various employee rights protection measures: The Company has formulated various employee-related management measures pursuant to the relevant provisions of the Labor Standards Act in order to protect the rights and interests of employees. The Company also values employee opinions and has provided multiple opinion response channels. Labor-capital meetings are convened on an irregular basis and bilateral communication is adopted in order to promote healthy communication between labor and capital, jointly maintain good labor-capital relations, and enable both parties to seek the best solutions.

  2. (II) The losses suffered due to labor disputes in the most recent year and up to the publication date of this annual report, as well as the estimated amounts and corresponding measures that may occur at present and in the future:

The Company has complied with laws and regulations, and there is no labor dispute or violation this year.

VI. Important contracts

Nature of
contract
Contract party Contract starting date Main content Restriction
clause
Long-term loan Shanghai Commercial
and Savings Bank
2013.12.31~2020.12.31 Mechanical equipment
guarantee loan
None
Long-term loan King's Town Bank 2019.08.20~2020.10.20 Credit loan None
Long-term loan Taiwan Cooperative
Bank
2019.09.02~2024.09.02 Land and plant guarantee loans
None
Long-term loan Bank of Taiwan 2013.08.16~2028.08.16 Land and plant guarantee loans
None
Long-term loan Bank of Taiwan 2013.10.15~2023.10.15 Land and plant guarantee loans
None
Long-term loan Bank of Taiwan 2014.09.29~2024.01.15 Land and plant guarantee loans
None
Long-term loan Bank of Taiwan 2014.12.22~2024.01.15 Land and plant guarantee loans
None
Long-term loan Chang Hwa Bank 2014.03.26~2020.07.14 Land and plant guarantee loans
None
Long-term loan Chang Hwa Bank 2014.06.25~2020.07.14 Land and plant guarantee loans
None
Long-term loan Chang Hwa Bank 2014.07.29~2020.07.14 Land and plant guarantee loans
None
Long-term loan Chang Hwa Bank 2019.08.27~2020.07.14 Land and plant guarantee loans
None
Long-term loan Sunny Bank 2020.07.14~2027.07.14 Land and plant guarantee loans
None
Long-term loan Sunny Bank 2020.07.14~2027.07.14 Land and plant guarantee loans
None
Long-term loan Sunny Bank 2020.07.14~2027.07.14 Land and plant guarantee loans
None
Long-term loan Land Bank of Taiwan 2020.09.10~2023.09.10 Revitalization fund loan None
Long-term loan Land Bank of Taiwan 2020.12.16~2023.09.10 Revitalization fund loan None
Long-term loan Land Bank of Taiwan 2021.03.20~2022.03.20 Credit loan None
  • 104 -

Six. Financial Overview

I. Condensed balance & income statement for the last five years with the names of CPAs and their audit opinions

(I) Condensed Balance & Comprehensive Income Statement Information 1. Condensed Balance Sheet - International Financial Reporting Standards (Consolidated)

Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016
2017
2018
2019
2020
Current assets
2,413,045
2,268,109
2,499,737
1,502,668
1,448,489
1,751,620
Property, plant, and
equipment
3,415,245
2,831,823
2,580,167
2,275,669
1,371,860
1,363,267
Intangible assets
3,880
2,099
1,333
1,113
6,946
5,964
Other assets
270,091
264,513
14,434
105,166
1,219,996
1,360,580
Total assets
6,102,261
5,366,544
5,095,671
3,884,616
4,047,291
4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396
2,935,091
1,508,008
1,274,357
1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities
1,504,869
1,215,372
516,646
859,127
1,235,641
1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768
3,451,737
2,367,135
2,509,998
2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776
1,643,934 1,517,481
1,537,293
1,544,411
Share capital
1,696,415
1,883,936
2,063,936
2,063,936
2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299
269,239
40,528
16,711
30,074
Retained
earnings
Before
distribution
-814,661
-795,083
-919,582
-751,240 -1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities
265,982
234,624
230,341
164,257
476,439
475,759
Treasuryshares
-
-
-
-
-
-
Non-controlling
interests
-
-
-
-
-
-
Total
equity
Before
distribution
1,254,549
1,541,776
1,643,934
1,517,481
1,537,293
1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Year
Item

Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31,2021
2016 2017 2018 2019 2020
Current assets 2,413,045
2,268,109

2,499,737

1,502,668

1,448,489

1,751,620
Property, plant, and
equipment
3,415,245
2,831,823

2,580,167

2,275,669

1,371,860

1,363,267
Intangible assets 3,880
2,099

1,333

1,113

6,946

5,964
Other assets 270,091
264,513

14,434

105,166

1,219,996

1,360,580
Total assets 6,102,261
5,366,544

5,095,671

3,884,616

4,047,291

4,481,431
Current
liabilities
Before
distribution
3,342,843
2,609,396

2,935,091

1,508,008

1,274,357

1,258,569
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Non-current liabilities 1,504,869
1,215,372

516,646

859,127

1,235,641

1,678,451
Total
liabilities
Before
distribution
4,847,712
3,824,768

3,451,737

2,367,135

2,509,998

2,937,020
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776

1,643,934
1,517,481 1,537,293
1,544,411
Share capital 1,696,415
1,883,936

2,063,936

2,063,936

2,063,936

2,063,936
Additional paid-in
capital
106,813
218,299

269,239

40,528

16,711

30,074
Retained
earnings
Before
distribution
-814,661
-795,083

-919,582

-751,240
-1,019,793 -1,025,358
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Other equities 265,982
234,624

230,341

164,257

476,439

475,759
Treasuryshares - - - - - -
Non-controlling
interests
- - - - - -
Total
equity
Before
distribution
1,254,549
1,541,776

1,643,934

1,517,481

1,537,293

1,544,411
After
distribution
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable

If the Company has formulated an individual financial report, it must also formulate an individual condensed balance & comprehensive income statement for the last 5 years.

Note 1: The financial information has been verified by the CPAs.

  • 105 -

2. Condensed Comprehensive Balance Sheet - International Financial Reporting Standards (Consolidated)

2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
2. Condensed Comprehensive Balance Sheet - International Financial Reporting
Standards (Consolidated)
Unit: NT$thousand
Year
Item
Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31, 2021
2016
2017
2018
2019
2020
Operatingincome
2,561,784 3,625,233
4,170,703
2,866,074
2,448,536
624,417
Grossprofit
-1,072,233 -152,509
84,100
-17,159
-9,098
23,799
Operating profit or
loss
-1,552,364 -504,653
-183,715
-213,916
-436,626
-29,055
Non-operating
income and expense
1,086,919
521,083
64,325
154,100
146,107
23,490
Profit before tax
-465,445
16,430
-119,390
-59,816
-290,519
-5,565
Net profit for the
current period for
continuing business
units
-466,314
19,578
-124,499
-60,369
-293,123
-5,565
Loss from
discontinued units
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Net profit (loss) for
the current period
-466,314
19,578
-124,499
-60,369
-293,123
-5,565
Other
comprehensive
income for the
current period (net
after tax)
-22,066
34,020
-4,283
-66,084
312,182
-680
Total
comprehensive
income in the
current period
-488,380
53,598
-128,782
-126,453
19,059
-6,245
Net profit
attributable to the
owners of the parent
company
451,088
19,578
-124,499
-60,369
-293,123
-5,565
Net profit
attributable to
non-controlling
interests
-15,226
68,040
-
-
-
-
Net total
comprehensive
profit and loss
attributable to the
owners of the parent
company
-473,154
-14,442
128,782
-126,453
19,059
-6,245
Total
comprehensive
income attributable
to non-controlling
interests
15,226
68,040
-
-
-
-
Earnings per share
-2.66
0.11
-0.64
-0.29
-1.42
-0.03
Year
Item

Financial Analysis Information for the Last 5 Years (Note 1)
Financial
information
for the year
as of March
31, 2021
2016 2017 2018 2019 2020
Operatingincome 2,561,784 3,625,233
4,170,703

2,866,074

2,448,536

624,417
Grossprofit -1,072,233 -152,509
84,100

-17,159

-9,098

23,799
Operating profit or
loss
-1,552,364 -504,653
-183,715

-213,916

-436,626

-29,055
Non-operating
income and expense
1,086,919
521,083

64,325

154,100

146,107

23,490
Profit before tax -465,445
16,430

-119,390

-59,816

-290,519

-5,565
Net profit for the
current period for
continuing business
units
-466,314
19,578

-124,499

-60,369

-293,123

-5,565
Loss from
discontinued units
Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable
Net profit (loss) for
the current period
-466,314
19,578

-124,499

-60,369

-293,123

-5,565
Other
comprehensive
income for the
current period (net
after tax)
-22,066
34,020

-4,283

-66,084

312,182

-680
Total
comprehensive
income in the
current period
-488,380
53,598

-128,782

-126,453

19,059

-6,245
Net profit
attributable to the
owners of the parent
company
451,088
19,578

-124,499

-60,369

-293,123

-5,565
Net profit
attributable to
non-controlling
interests
-15,226
68,040

-

-

-

-
Net total
comprehensive
profit and loss
attributable to the
owners of the parent
company
-473,154
-14,442

128,782

-126,453

19,059

-6,245
Total
comprehensive
income attributable
to non-controlling
interests
15,226
68,040

-

-

-

-
Earnings per share -2.66
0.11

-0.64

-0.29

-1.42

-0.03

Note 1: The financial information has been verified by the CPAs.

  • 106 -

3. Condensed Balance Sheet - International Financial Reporting Standards (Individual)

Unit: NT$ thousand

Year
Item
Year
Item

Financial Analysis Information for the Last 5 Years (Note 1)

Financial Analysis Information for the Last 5 Years (Note 1)

Financial Analysis Information for the Last 5 Years (Note 1)

Financial Analysis Information for the Last 5 Years (Note 1)

Financial Analysis Information for the Last 5 Years (Note 1)
2016 2017 2018 2019 2020
Current assets 1,342,894
1,783,495

1,730,261

1,312,172
1,303,200
Property, plant, and
equipment
3,415,245
2,831,823

2,580,167

2,250,744
1,345,882
Intangible assets 3,880
2,099

1,333

1,113

6,946
Other assets 268,263
262,048

11,946

1,036,587
1,323,997
Total assets 5,329,498
5,106,846

4,555,830

2,527,442
3,980,025
Current
liabilities
Before
distribution
2,572,067
2,353,622

2,402,204

1,464,099
1,207,091
After
distribution
Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable
Non-current liabilities 1,502,882
1,211,448

506,692

858,034
1,235,641
Total
liabilities
Before
distribution
4,074,949
3,565,070

2,911,896

2,322,133
2,442,732
After
distribution
Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable
Equity attributable to
owners of the parent
company
1,254,549
1,541,776

1,643,934

1,517,481
1,537,293
Share capital 1,696,415
1,883,936

2,063,936

2,063,936
2,063,936
Additional paid-in
capital
106,813
218,299

269,239

40,528

16,711
Retained
earnings
Before
distribution
-814,661
-795,083

-919,582

-751,240
-1,019,793
After
distribution
Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable
Other equities 265,982
234,624

230,341

164,257

476,439
Treasuryshares -
-

-

-

-
Non-controlling
interests
-
-

-

-

-
Total
equity
Before
distribution
1,254,549
1,541,776

1,643,934

1,517,481
1,537,293
After
distribution
Not
applicable


Not
applicable


Not
applicable


Not
applicable


Not
applicable

The financial information must be formulated according to the Taiwan Generally Accepted Accounting Principles as shown in Table (2) below if the financial information has been prepared using the International Financial Reporting Standards for less than 5 years.

Note 1: The financial information for 2016~2020 has been verified by CPAs.

  • 107 -

4. Condensed Comprehensive Balance Sheet - International Financial Reporting Standards (Individual)

Unit: NT$ thousand

ndards (Individual) Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Item

Financial Analysis Information for the Last 5 Years (Note 1)
2016 2017 2018 2019 2020
Operatingincome 1,960,163
3,401,520
3,206,843
2,697,547

2,322,138
Grossprofit -665,421
-173,017

42,246

-24,652

-12,681
Operating profit or loss -944,412
287,481

-175,166

-209,115

-366,200
Non-operating income
and expense
493,458
476,928

55,776

149,299

75,681
Profit before tax -450,954
16,430

-119,390

59,816

-290,519
Net profit for the current
period for continuing
business units
-451,088
19,578

-124,499

-60,369

-293,123
Loss from discontinued
units
-
-

-

-

-
Net profit (loss) for the
current period
-451,088
19,578

-124,499

-60,369

-293,123
Other comprehensive
income for the current
period (net after tax)
-22,066
-34,020

-4,283

-66,084

312,182
Total comprehensive
income in the current
period
-473,154
-14,442

-128,782

-126,453

19,059
Net profit attributable to
the owners of the parent
company
-451,088
19,578

-124,499

-60,369

-293,123
Net profit attributable to
non-controlling interests
-
-

-

-

-
Net total comprehensive
profit and loss
attributable to the
owners of the parent
company
-473,154
-14,442

-128,782

-126,453

19,059
Total comprehensive
income attributable to
non-controlling interests
-
-

-

-

-
Earnings per share -2.66
0.11

-0.64

-0.29

-1.42

The financial information must be formulated according to the Taiwan Generally Accepted Accounting Principles as shown in Table (2) below if the financial information has been prepared using the International Financial Reporting Standards for less than 5 years.

Note 1: The financial information for 2016~2020 has been verified by CPAs.

  • 108 -

(III) Names of the CPAs in the Most Recent 5 Years and their Review Opinions

Year Name of CPA Name of CPA firm Verification Opinions
2016 Chih,Shih-Chin,Chang,Shu-Ying KPMG Unqualified opinion
2017 Chen,Tsung-Che,Chang,Shu-Ying KPMG Unqualified opinion
2018 Chen,Tsung-Che,Chang,Shu-Ying KPMG Unqualified opinion
2019 Chen,Tsung-Che,Chang,Shu-Ying KPMG Unqualified opinion
2020 Chen,Tsung-Che,Chang,Shu-Ying KPMG Unqualified opinion

II. Financial analysis for the last five years

(1) Financial Analysis - International Financial Reporting Standards (Consolidated)

(Consolidated) (Consolidated)
Year (Note 1)
Analysis Items (Note 3)

Financial analysis for the last five years
Financial
analysis for
the year
until March
31, 2021
2016 2017 2018 2019 2020
Financial
structure
(%)
Debt-to-asset
ratio
79.44
71.27

67.74

60.94

62.03

65.54
The ratio of
long-term funds
to real estate,
plant, and
equipment
80.8
97.36

83.74

104.44

202.13

236.41
Solvency % Current ratio 72.19
86.92

85.17

99.65

113.66

139.18
Quick ratio 63.44
77.43

76.62

87.36

101.29

126.49
Interest coverage
ratio
-1.43
1.33

-1.55

-0.43

-7.52

0.33
Manageme
nt capacity
Accounts
receivable
turnover rate
(times)
2.73
4.51

3.59

2.73

3.34

3.88
Average cash
collection days
133.69
80.93

101.65

133.76

109.12

94.16
Inventory
turnover rate
(times)
12.29
14.53

16.85

13.59

14.80

15.41
Payables turnover
rate (times)

7.70

7.2

5.43

5.47

9.31

9.14
Average sales
days
29.69
25.12

21.67

26.86

24.67

23.68
Property, plant,
and equipment
turnover rate
(times)
0.43
1.16

1.54

1.18

1.34

1.83
Total assets
turnover rate
(times)
0.27
0.63

0.8

0.64

0.62

0.59
  • 109 -
Year (Note 1)
Analysis Items (Note 3)
Year (Note 1)
Analysis Items (Note 3)

Financial analysis for the last five years

Financial analysis for the last five years

Financial analysis for the last five years

Financial analysis for the last five years

Financial analysis for the last five years
Financial
analysis for
the year
until March
31, 2021
2016 2017 2018 2019 2020
Profitability Return on assets
(%)
-3.29
1.05

-1.66

-0.60

-6.7

0.49
Return on equity
(%)
-31.6
1.40

-7.82

-3.82

-19.19

-1.44

Percentage of net
profit before tax
to the paid-in
capital (%)
-27.44
0.87

-5.78

-2.9

-14.08

-0.27
Net profit margin
(%)
-18.20
0.54

-2.99

-2.11

-11.97

-0.89
Earnings per
share (NT$)
-2.66
0.11

-0.64

-0.29

-1.42

-0.03
Cash flows Cash flow ratio
(%)
12.21
-16.31

-1.96

18.66

16.55

-1.89
Cash flow
adequacy ratio
(%)
19.77
23.99

0.96

-25.23

52.53

-7.23
Cash
reinvestment
ratio (%)
5.43
-6.85

-1.00

4.97

3.67

-0.47
Leverage Operating
leverage
-0.96
-5.16

-18.78

-12.17

-4.78

-17.43
Financial leverage
0.89

0.91

0.80

0.84

0.93

0.78
Please explain the reasons for the changes in various financial ratios for the last 2 years. (Exempt if the increase or
decrease is lower than 20%):
1. Long-term funds to fixed assets ratio: In 2020, Miaoli Plant 3 buildings A & B were listed as investment
property, which led to an increase in the ratio.
2. Interest coverage ratio: The amount of loss in 2020 increased compared with that of 2019, which led to a
decrease in interest coverage.
3. Turnover rate of accounts receivable: The bills receivable was realized in 2020, and the accounts receivable
decreased compared to the same period of 2019, which resulted in an increase in the turnover rate of
accounts receivable.
4. Turnover rate of accounts payable: In 2020, the demand for trade product orders increased compared to the
same period of 2019, which resulted in an increase in the turnover rate of payables.
5. Return on assets and return on equity: In 2020, revenue decreased by 14.57% compared to the same period
of 2019, and the provision of bad debt losses resulted in a decline of the rate of return.
6. Net profit ratio & net profit before tax to paid-in capital ratio and earnings per share: In 2020, revenue
decreased by 14.57% compared to the same period of 2019, which caused the operating loss to increase as
well as the net profit ratio and earnings per share to decrease compared to that of 2019.
7. Cash flow adequacy ratio: The cash flow for business activities in 2019~2020 were all positive, which enabled
the cash flow adequacy ratio to rise.
8. Cash reinvestment ratio: In 2020, working capital turned from negative to positive, which resulted in a decline
of the cash reinvestment ratio.
9. Operating leverage: In 2020, revenue decreased by 14.57% compared to the same period of 2019, which
caused the net operatingloss to increase and the operatingleverage to rise compared to those of 2019.
  • The financial information must be formulated according to the Taiwan Generally Accepted Accounting Principles as shown in Table (2) below if the financial information has been prepared using the International Financial Reporting Standards for less than 5 years.

  • Note 1: The financial information for 2016~2020 has been verified by CPAs.

Note 2: Financial analysis calculation formulas:

  1. Financial Structure

  2. Financial Structure

  3. 110 -

  4. (1) Liabilities to assets ratio = total liabilities / total assets.

  5. (2) Ratio of long-term funds to real estate, plant, and equipment = (total equity + non-current liabilities) / net amount for property and plant.

  6. Solvency

  7. (1) Current ratio = current assets / current liabilities.

  8. (2) Quick ratio = (current assets - inventory - prepaid expenses) / current liabilities.

  9. (3) Interest protection multiples = net profit before income tax and interest expense / interest expense in the current period.

  10. Management Capacity

  11. (1) Turnover rate for accounts receivable (including accounts receivable and bills receivable due to businesses) = net sales / average balance of accounts receivable (including accounts receivable and bills receivable due to businesses) for each period.

(2) Average number of days for cash collection = 365 / turnover rate for accounts receivable.

  • (3) Inventory turnover rate = cost of goods sold / average inventory value.

  • (4) Turnover rate for accounts payable (including accounts payable and bills payable due to businesses) = net sales / average balance of accounts payable (including accounts payable and bills payable due to businesses) for each period.

  • (5) Average number of sales days = 365 / inventory turnover rate.

  • (6) Real estate, plant and equipment turnover rate = net sales / average net amount for real estate, plant, and equipment.

  • (7) Turnover rate for total assets = net sales / total average assets.

  • 4 Profitability

  • (1) Return on assets = [after-tax profit and loss + interest expense × (1 - tax rate)] / average total assets.

  • (2) Return on equity = after-tax profit and loss / average total equity.

  • (3) Net profit rate = after-tax profit and loss / net sales.

  • (4) Earnings per share = (profit and loss attributable to owners of the parent company - special stock dividends) / weighted average number of issued shares. (Note 4)

  • Cash flows

  • (1) Cash flow ratio = net cash flow from operating activities / current liabilities.

  • (2) Cash flow adequacy ratio = (net cash flow from operating activities in the last five years / (capital expenditure + inventory increase + cash dividends) in the last five years.

  • (3) Cash re-investment ratio = (net cash flow from operating activities - cash dividends) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)

    1. Balance:
  • (1) Operation balance = (net operating income - operating variable cost and expense) / operating income (Note 6).

  • (2) Financial balance = operating income / (operating income - interest expense).

  • Note 3: Please pay special attention to the following matters when assessing the aforesaid calculation formula of earnings per share.

  • The basis should be the weighted average number of common shares instead of the number of outstanding shares at the end of the year.

  • In case of cash capital increase or treasury stock trading, consider the circulation period and calculate the weighted average number of shares.

  • In case of surplus transfer to capital increase or capital reserve transfer to capital increase, retrospective adjustments should be made according to the ratio of capital increase when calculating earnings per share for the previous year and the previous six-month, and the capital increase issuance period need not be considered.

  • If the special shares are non-convertible cumulative special shares, the dividends for the current year (whether issued or not) shall be deducted from the after-tax net profit, or the net loss after-tax should be increased. If the special stock is non-cumulative and if there is after-tax net profit, the dividend of the special stock shall be deducted from the after-tax net profit. No adjustment is necessary if there is a loss.

Note 4: Please pay special attention to the following matters when measuring the cash flow analysis:

  • 111 -

  • Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  • Capital expenditure refers to the annual cash outflow from capital investment.

  • The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory is decreased at the end of the year, it shall be calculated as zero.

  • Cash dividends shall include cash dividends on ordinary shares and special shares.

  • Gross property, plant, and equipment refers to the total amount of property, plant, and equipment prior to the deduction of accumulated depreciation.

  • Note 5: The issuer shall classify the various operating costs and expenses as fixed or variable according to their nature. If estimates or subjective judgments are involved, pay attention to reasonableness and maintain consistency.

  • Note 6: If the company’s stock has no denomination or the denomination per share is not NT$10, the aforesaid paid-in capital ratio calculation shall be calculated based on the equity ratio attributable to the balance sheet of the parent company owner.

  • 112 -

(2) Financial Analysis - International Financial Reporting Standards (Individual)

Analysis Items Year
(Note 2)

Financial analysis for the last five years (Note 1)

Financial analysis for the last five years (Note 1)

Financial analysis for the last five years (Note 1)

Financial analysis for the last five years (Note 1)

Financial analysis for the last five years (Note 1)
2016 2017 2018 2019 2020
Financial
structure (%)
Debt-to-asset ratio 76.46
69.81

63.92

60.48

61.37
The ratio of long-term
funds to real estate, plant,
and equipment


80.74

97.22

83.47

105.54

206.03
Solvency % Current ratio 52.21
75.78

72.03

89.62

107.96
Quick ratio 41.05
65.49

61.59

76.97

94.9
Interest coverage ratio -9.2
1.46

-1.63

-0.43

-7.52
Management
capacity
Accounts
receivable
turnover rate (times)

2.86

5.18

3.84

3.52

3.54
Average cash collection
days

127.62

70.46

95.12

103.81

103.06
Inventory turnover rate
(times)

11.14

13.81

13.11

12.83

14.06
Payables
turnover
rate
(times)

6.66

9.96

7.39

9.33

10.67
Average sales days 32.76 26.44 27.85 28.45 25.97
Property,
plant,
and
equipment turnover rate
(times)


0.49

1.09

1.19

1.12

1.29
Total assets turnover rate
(times)

0.30

0.65

0.66

0.64

0.59
Profitability Return on assets (%) -6.42
0.95

-1.82

-0.64

-6.8
Return on equity (%) -30.57 1.40 -7.82
-3.82

-19.19
Percentage of net profit
before tax to the paid-in
capital (%)


-26.58

0.87

-5.78

-2.90

-14.08
Net profit margin (%) -23.01
0.58
-3.88 -2.24 -12.62
Earnings per share (NT$) -2.66 0.11
-0.64
-0.29 -1.42
Cash flows Cash flow ratio (%) 10.39
-19.87

0.84

20.48

19.78
Cash flow adequacy ratio
(%)

24.82

-82.80

-38.81

-48.98

198.09
Cash reinvestment ratio
(%)

3.94

-7.69

0.36

5.1

4.05
Leverage Operating leverage -1.12
-5.17

-14.19

-11.64

-5.35
Financial leverage 0.96
0.93

0.79

0.83

0.91
  • 113 -

Please explain the reasons for the changes in various financial ratios for the last 2 years. (Exempt if the increase or decrease is lower than 20%):

  1. Long-term funds to fixed assets ratio: In 2020, Miaoli Plant 3 buildings A & B were listed as investment property, which led to an increase in the ratio.

  2. Current ratio and quick ratio: The current and quick ratios rose primarily due to the repayment of short-term bank loans and inventory decrease.

  3. Interest coverage ratio: The amount of loss in 2020 increased compared with that of 2019, which led to a decrease in interest coverage.

  4. Return on assets and return on equity: In 2020, revenue decreased by 13.92% compared to the same period of 2019, and the provision of bad debt losses resulted in a decline of the rate of return.

  5. Net profit ratio & net profit before tax to paid-in capital ratio and earnings per share: In 2020, revenue decreased by 13.92% compared to the same period of 2019, which caused the operating loss to increase as well as the net profit ratio and earnings per share to decrease compared to that of 2019.

  6. Cash flow adequacy ratio: The cash flow for business activities in 2019~2020 were all positive, which enabled the cash flow adequacy ratio to rise.

  7. Cash reinvestment ratio: In 2020, working capital turned from negative to positive, which resulted in a decline of the cash reinvestment ratio.

  8. Operating leverage: In 2020, revenue decreased by 13.92% compared to the same period of 2019, which caused the net operating loss to increase and the operating leverage to rise compared to those of 2019.

  9. The financial information must be formulated according to the Taiwan Generally Accepted Accounting Principles as shown in Table (2) below if the financial information has been prepared using the International Financial Reporting Standards for less than 5 years.

  10. Note 1: The financial information for 2016 ~ 2020 has been verified by CPAs.

  11. Note 2: Please refer explanations in Note 2 for Table 2 above for details on financial analysis calculation formulas.

  12. 114 -

III. Supervisor review report for the latest financial report

G-TECH Optoelectronics Corporation

Audit Committee’s Review Report

The board of directors has prepared the 2020 financial statements, business report, and proposal for covering of losses, in which the financial statements have been fully audited by the CPAs of KPMG Taiwan, and an unqualified audit report has been issued. The aforementioned financial statements, business reports, and loss offsetting proposal table have been audited by the Audit Committee, and no discrepancy was found. A report has been prepared and submitted for examination pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. To:

2021 General Shareholders Meeting

Chairperson of the Audit Committee

Huang, Kuo-Shih

April 23, 2021

  • 115 -

  • IV. Latest financial report and CPA audit report: Please refer to pages 130~206.

  • V. Most recent individual financial report verified by CPAs: Please refer to pages 207~282.

  • VI. In case of financial difficulties for the Company and its affiliated companies in the most recent year and as of the date of publication for the annual report, please indicate its impact on the Company’s financial status: None.

  • 116 -

Seven. Financial Status and Operation Results Review Analysis &

Risk Matters

I. Financial status

Financial status comparison analysis table

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

2020
2019 Difference
Amount %
Current assets 1,448,489
1,502,668

-54,179

-3.61%
Fixed asset 1,371,860
2,275,669

-903,809

-39.72%
Intangible assets 6,946
1,113

5,833

524.08%
Other assets 1,219,996
105,166

1,114,830

1060.07%
Total assets 4,047,291
3,884,616

162,675

4.19%
Current liabilities 1,274,357
1,508,008

-233,651

-15.49%
Long-term liability 1,235,641
859,127

376,514

43.83%
Total liabilities 2,509,998
2,367,135

142,863

6.04%
Share capital 2,063,936
2,063,936

0

0.00%
Additionalpaid-in capital 16,711
40,528

-23,817

-58.77%
Retained earnings -1,019,793
-751,240

-268,553

35.75%
Other equities 476,439
164,257

312,182

190.06%
Total shareholders' equity 1,537,293
1,517,481

19,812

1.31%
1. Description of major changes: (For those with a change of over 20% before and after, and the
amount of change reached NT$10 million)
(1) Decrease in current assets: Mainly due to the 14.57% decrease in revenue in 2020 compared to
that of 2019.
(2) Decrease in fixed assets: Mainly due to the transfer investment of NT$1.115 billion in real estate in
2020.
(3) Increase in other assets: Mainly due to the increase of NT$1.115 billion in real estate investment in
2020.
(4) Decrease in current liabilities and increase in long-term liabilities: Mainly due to the repayment of
short-term loans and an increase in long-term loans.
(5) Decrease in capital reserve: Mainly caused by making up for accumulated losses.
(6) Decrease in retained earnings: Mainly due to the increase of losses in 2020 compared to that of
2019.
(7) The increase in other equity was mainly due to the increase of real estate investment, revaluation,
and appreciation by NT$361 million.
2. The impact from major changes: None.
  • 117 -

II. Financial performance

(I)The main reasons for the major changes in operating income, operating net profit, and pre-tax net profit in the last 2 years:

Unit: NT$ thousand

Year 2020 2020 2019 2019 Amount of
increase or
decrease
Change
ratio
Item Subtotal Total Subtotal Total (%)
Total Operating Income 2,466,955 2,879,385 -412,430
-14.32%
Minus: sales returns and
discounts
18,419 13,310 5,108
38.38%
Net operating income 2,448,536 2,866,074
-417,538

-14.57%
Operating cost 2,457,634 2,883,233
-425,599

-14.76%
Gross profit -9,098 -17,159
8,061

-46.98%
Operating expenses 427,528 196,757
230,771

117.29%
Operating profit -436,626 -213,916
-222,710

104.11%
Non-operating income
and benefits
288,632 320,727
-32,095

-10.01%
Non-operating expenses
and losses
-142,525 -166,627
24,102

-14.46%
Subsisting business
department's pre-tax net
profit
-290,519 -59,816
-230,703

385.69%
Minus: income tax
expense
2,604 553
2,051

0.00%
Subsisting business
department's after-tax
netprofit
-293,123 -60,369
-232,754

385.55%
Description of major changes: (For those with a change of over 20% before and after, and the amount
of change reached NT$10 million)
(1) Decrease in operating income: The COVID-19 outbreak in 2020 caused a decrease in operating
income compared to the same period in 2019.
(2) Increase in operating gross profit: The COVID-19 outbreak in 2020 caused an increase in market
demand for NB and sports equipment, resulting in an increase in gross profit.
(3) Increase in operating expenses and operating losses: Caused by the allocation of bad debt losses in
2020.
(4) Decrease in non-operating income: Mainly due to approximately NT$120 million of plant and
investment benefits recognized in 2019.
  • (II) Expected sales volume and the supporting basis, the possible impact on the

Company's future financial businesses, and the response plans.

The Company's products have continued to expand into the automotive and smart building markets according to its expected sales plans in order to significantly reduce dependence on the consumer electronics industry and gradually detach from the plight of matured electronics industry development. In 2019, the output and revenue of these products have been growing steadily according to the plan. However, some customers have made less profit than expected due to the supply chain adjustment. After the recombination and adjustment of business products, the ratio of outsourcing products has been reduced, resulting in an overall revenue decrease for 2019. However, the number of self-made orders as well as the capacity utilization rate have gradually increased.

  • 118 -

The Company will continue to strengthen communications with major international manufacturers, adjust product positioning, and develop new customer sources to increase market share and actively develop niche products. In addition, the multi-curvature glass for automotive displays developed in 2018 has successfully demonstrated the various applications of 3D large-size full-fitting process technology in high-bend, bright/fog surface, and flat as well as 3D products. In 2019, the Company has focused on the R&D of conductive film TCO materials and 3D high-penetration multilayer coatings, and actively combined the Company's core technologies to develop integrated applications in order to meet the high terminal product customization demands.

III. Cash flows

(I) Analysis and explanation of cash flow changes in the most recent year

Unit: NT$ thousand

Unit: NT$thousand
Expected net cash Remediation measures
Cash balance
at beginning of
period
(1)

flow from
operating
activities for the
whole year
(2)
Annual cash inflow
(outflow) from
investment and
financing activities (3)

Cash surplus
(deficit) amount
(1)+(2)+(3)
against expected cash flow
deficit
Investment
plans
Financial
managemen
tplans
320,203 211,870 (32,569) 499,504 -
-
Analysis of cash flow change for the year:
  1. Operating activities: The cash inflow from operating activities in 2020 was NT$211,870 thousand

because the product structure was adjusted and costs were strictly controlled.

  1. Investment activities: Fixed assets were purchased in 2020, and the cash outflow from investment activities was NT$16,329 thousand.

  2. Financing activities: The financing conditions were adjusted in 2020, so the cash outflow from financing activities was NT$16,240 thousand.

(II) Improvement plan for insufficient liquidity: Strengthen inventory control in response to market demands.

(III) Cash liquidity analysis for the coming year

Unit: NT$thousand Unit: NT$thousand
Cash balance
at beginning
of period
(1)
Expected net cash
flow from
operating activities
for the whole year
(2)
Annual cash inflow
(outflow) from
investment and
financing activities
(3)
Cash surplus
(deficit) amount
(1)+(2)+(3)
Remediation measures
against expected cash flow
deficit
Investment
plans
Financial
management
plans
499,504 (9,384) 73,531 563,651 - -
  • 119 -

Analysis of cash flow change for the year:

  1. Business activities: The operating activities throughout 2021 will be regarded as net cash outflow mainly due to accounts receivable cash collection as well as accounts payable, salary cash payment, etc.

  2. Investment activities: The increase in capital expenditures in 2021 has resulted in net cash outflows from investment activities throughout the year.

  3. Financing activities: The repayment of bank loans and the issuance of secured corporate bonds in 2021 have resulted in net cash inflow from financing activities throughout the year.

IV. Impact of major capital expenditures on financial operations in the most recent year

In 2020, the Company purchased NT$7 million worth of equipment to improve production efficiency as well as NT$10 million worth of information software without other major capital expenditures.

In response to the smart car expansion plan of 2021, the Company plans to spend approximately NT$330 million in capital expenditure for the purchase of related machinery,

equipment, plant services, system applications, etc. The Company has received approval from the Financial Supervisory Commission, Executive Yuan, via letter Jin-Guan-Zheng-Fa-Zi No. 1090379949 dated March 8, 2021, to issue the 3rd domestic secured convertible corporate bonds of NT$500 million, which were publicly traded over the counter on March 26, 2021. As a result, major capital expenditures will not have an impact on the Company’s financial operations.

V. Reinvestment policy in the most recent year, the main reasons for its profit or loss, improvement plan, and investment plan for the coming year

(I) Reinvestment policy and the main reasons for its profit or loss:

The Company established a 100% shareholding subsidiary called Fast Achievement Global Ltd. in the Cayman Islands in 2007, and used it to implement 100% reinvestment for Brave Advance International Corp. In January 2019, Brave Advance International Corp. completed a cash capital increase. Because the Company did not recognize the shareholding ratio, the shareholding ratio fell to 25%, and the Company lost control over Brave Advance International Corp. since its chairman of the board was re-elected. So, the

  • 120 -

profit and loss of Brave Advance International Corp. has ceased to be included in the consolidated financial statements since 2019.

The Company also established a 100% shareholding subsidiary called Golden Start Global Corp. in Samoa in 2010 used it to implement 100% reinvestment for Charmtex Global Corp.; and then used it to reinvest in G-TECH Optoelectronics (Chengdu) co., Ltd., G-TECH Optoelectronics (Shenzhen) Co. (equity transfer registration was completed in April 18, 2017), and GPInnovation Gmbh. (cancellation completed on November 15, 2019). In 2019, G-TECH Optoelectronics (Chengdu) Co. suffered a loss of NT$6,486 thousand due to operating scale adjustments.

(II) Improvement plan:

Collaborate with the Company’s business policy and long-term development strategy, continue to supervise and manage reinvestment companies, reduce unnecessary management costs, and increase operating cash inflows to strengthen the overall investment performance.

(III) Investment plan for the next year:

At present, the Company has no investment plan for the next year.

At present, the Company has no investment plan for the next At present, the Company has no investment plan for the next year. year. year.
Unit: NT$thousand
Reinvestment companies Shareholding
ratio
Investmentgains or losses recognized
2018 2019 2020
Fast Achievement Global Ltd. 100% (1,739)
63,211

2,588
Brave Advance International Corp. 25% (1,750) 2,259
2,588
Win World Opto-Glass(Dongguan)co.,Ltd. 100% (1,633) 1,497
1,611
Golden Start Global Corp. 100% 20,617
(5,769)
(67,414)
Charmtex Global Corp. 100% 20,666
(5,770)
(67,414)
G-TECH Optoelectronics(Chengdu)Co.,Ltd. 100% 19,071
(6,486)
(67,660)

VI. Analysis and evaluation of the risk issues for the most recent year and up to the printing date of this annual report

  • (I) The effects that recent annual interest, exchange, fluctuation, and inflation rates have on the profit and loss of the company as well as the future response measures:

  • Interest rate changes:

At present, the loan interest rates have increased slightly due to the influence of financing currency. Overall, there is no significant impact on the interest burden. In the future, the Company will endeavor to maintain a sound financial structure and maintain good relations with correspondent banks in order to strive for relatively favorable financing interest rates.

  1. Exchange rate fluctuation:

The Company is an export-oriented company, and changes in exchange rates will have a significant impact on the Company's profit and loss. In response to the exchange rate fluctuation risk, the Company will take the following countermeasures:

  • 121 -

    • A. Forward forex hedging trade

      • Maintain close contact with major correspondent banks and monitor changes in the foreign exchange market at any time in order to fully grasp exchange rate trends, and appropriately adjust foreign currency positions based on the capital revenue and expenditure status. The relevant risk managers will pay close attention to the exchange rate market dynamics and implement forward forex hedging based on foreign currency exposure changes to reduce the exchange rate risks. Forward forex hedging shall be conducted according to the “Assets Acquisition or Disposal Handling Procedures.”
    • B. Natural hedging methods

      • Use the same currency type for supplier purchase payment and customer sales receipt as much as possible to achieve natural hedging and avoid the impact of exchange rate fluctuations.
    • C. Use business (procurement) as the basis for sales price quote (procurement price). Comprehensively consider and evaluate future exchange rate trends and factors that may affect the exchange rates before a business or procurement unit makes external quotes, and provide appropriate and reasonable external quotes to prevent adverse effects on the Company's revenue and profit due to exchange rate fluctuations.

  • Inflation:

    • The Company is part of the manufacturing industry. In response to the production cost increase caused by raw material inflation, energy, and other production factors; the Company is also committed to energy conservation, consumption reduction, yield improvement, and other cost-reducing measures. In addition, the Company has established long-term strategic partnerships with raw material suppliers to reduce the impact that inflation has on the Company's profit and loss. In the future, the Company will continue to work on various cost reduction measures, pay attention to raw material price changes, and take corresponding measures in due course.
  • (II) Policies for engaging in high-risk and high-leverage investments, financial loans to others, endorsements, and derivative products; main reason for profit or loss; and future countermeasures:

  • The Company’s financial operations are conservative and stable, and it has not engaged in high-risk or high-leverage investments. So far, the Company has only engaged in financial loans, endorsement guarantees, and derivative financial product transactions with its subsidiaries. The Company has established “Financial Loan Procedures,” “Endorsement Guarantee Operating Procedures,” and “Procedures for Acquisition or Disposition of Assets.” Such operations are all handled in accordance with the internal control procedures and relevant regulations of the competent authority after careful evaluation.

  • (III) Future R&D plans and anticipated investments in R&D expenses:

  • Future R&D plans

    • (1) Development of AR coating for automotive 3D glass.
  • 122 -

    • (2) Development of multi-stage electrochromic process technology.

    • (3) Large >1000mm vehicle display multi-curvature glass development.

    • (4) Electrochromic glass G3 product development.

    • (5) Technical development of building photoelectric gluing technology and sheet glass physical strengthening.

  • Expected investments in R&D expenses

    • In response to the highly customized glass processing and the rapid changes in the application market, the Company has spent NT$43.47 million for R&D in 2019, NT$39.44 million for R&D in 2020, and is expected to invest NT$42.3 million for R&D in 2021. The Company will devote itself to R&D and innovation for the next coming year.
  • (IV) The effects that the key domestic and international policy and law changes in the most recent year have on the financial operations of the Company, and the response measures: The company's daily operations are handled in accordance with important domestic and foreign policies and laws, so such policies and laws have no significant impact on the Company. The Company will pay close attention to possible changes in important domestic and foreign policies and laws at all times, evaluate the possible impact on the company's financial business, and take appropriate measures in advance.

  • (V) The effects that technological changes and industry changes have on the financial operations of the company as well as the response measures:

  • The Company will continue to closely observe and master market information, invest resources in advance to strengthen R&D, and conduct in-depth cooperation with upstream and downstream customers. The goal is to adjust production lines, product development, and company resource investment at any time in accordance with market fluctuations; and take the relevant response measures to grasp market demands and profitable business opportunities.

  • (VI) The effect that corporate image has on corporate crisis management as well as the countermeasures:

  • The Company always strives to uphold the principle of integrity and professionalism, fulfill social responsibilities, improve quality and performance, maintain corporate image, and abide by relevant laws and regulations. As of the publication date of the prospectus, no incident has ever negatively impacted the Company's image. In the future, the Company will continue to fulfill its corporate social responsibilities while maximizing the shareholders' rights and interests.

  • (VII) Expected benefits and possible risks of merger and acquisition as well as the countermeasures:

At present, the Company has no plans for mergers and acquisitions.

  • (VIII) Expected benefits and possible risks of plant expansions as well as the countermeasures:

  • 123 -

Cooperate with the customer's electrochromic system integration and application development strategy, and implement according to the application plan. At present, the Company has no capital expenditure plan for plant expansion.

  • (IX) The risks of concentrated procurement or sales as well as the countermeasures:

  • (1) Procurement:

    • The Company is a manufacturer specializing in the R&D, production, and sales of optical glass. Its main products are touch sensing glass, optical coating glass, thinned glass, cover glass, as well as glass trading. Glass substrate is the Company’s main raw material. As the Company has adjusted its development strategy in recent years and gradually entered into new fields such as automotive, industrial control, and green building. The Company has also actively sought and established the second supplier mechanism in order to prevent excessive procurement concentration.
  • (2) Sales:

In recent years, the Company has implemented product and customer diversification by developing high-quality AR-coated products for medical displays, strategic alliances in the smart building market, and LED coated curtain glass in order to avoid sales concentration risks. No single customer sales accounted for over 30% according to the consumer market demand changes and the strategic adjustment of the Group's development strategy. So, the Company's sales concentration risk is still limited.

  • (X) The effects and risks that large-number transfers or replacements of directors, supervisors, or major shareholders holding over 10% of the Company's shares have to the Company as well as the countermeasures: None.

  • (XI) The effects and risks that operating rights changes have on the Company as well as the response measures: Not applicable.

  • (XII) Finalized judgments or pending litigations, non-litigations, or administrative disputes associated to the Company's directors, supervisors, or major shareholders holding over 10% of the Company's shares whereby the results may have major impacts to the shareholders' rights or share prices; the facts of the dispute, the amount of the subject matter, the start date of the litigation, the main parties involved in the litigation, and the handling status as of the printing date of the annual report must be disclosed:

  • The Company's major litigations, non-litigations, or administrative disputes that have been finalized or remain pending in the most recent year and as of the printing date of this prospectus whereby the results may have major impacts to the shareholders' rights or share prices: None.

  • Finalized judgments or pending litigations, non-litigations, or administrative disputes associated to the Company's directors, supervisors, or major shareholders holding over 10% of the Company's shares in the last two years and as of the printing date of this annual report whereby the results may have major impacts to the shareholders' rights or share prices: None.

  • Company directors, supervisors, or major shareholders holding over 10% of the Company’s shares who have been involved in the matters described in Article 157 of the

  • 124 -

Securities and Exchange Act in the last two years and as of the printing date of this annual report, and the Company’s current handling status:

The spouse of Director Hsiao, OO violated the short-term trading related provisions provided by Article 157 of the Securities and Exchange Act. The Company issued a notification to calculate and recover the statutory interest based on the annual interest rate of 5% pursuant to the Civil Code, and recovered the short-term trading benefit made by said director on December 2020.

(XIII) Other important risks and countermeasures:

  1. High capital and technology intensive industry with large long-term capital needs The optical glass cutting, edging, polishing, strengthening, thinning, coating, and molding processes require a large number of precision production equipment. Because multi-processes such as preheating, ion exchange, molding, and annealing are required for chemical strengthening, molding, etc.; the process time is long; and large-scale mass production equipment and good utilization rates are required to achieve economic scale and meet the huge and fast niche market demand for consumer electronic products. The Company conducts long- and short-term financing with financial institutions in combination with future capital market financing plan in response to long- and short-term funding needs.

  2. Smart building glass products are widely used, the market development time is long, and the results do not manifest easily

  3. Smart color-changing glass will replace traditional glass and sun blinds in buildings and residences, especially for smart building indoor compartment applications well as high-end residential and commercial buildings. This product offers a wide range of functions such as penetration rate selection, fast on/off switching, energy-conserving anti-glare control, and offers more privacy and durability. However, building design and construction times are long, and the initial product efficiency does not manifest easily. The Company can combine the supply chain advantages with its strategic partners by forming strategic alliances to significantly shorten the product development period and enhance competitiveness.

  4. Light and thin is the trend for electronic products, and the new touch panel technology is adopted by the industry

  5. The new touch panel technology is widely adopted by manufacturers. Compared to the GG (double glass) technology that was used extensively by the market, the chemically strengthened production capacity of the original touch-sensitive glass has been internalized and used for the currently popular 3D shaped glass. The yield rate of the new technology is still an important production cost determination factor. In addition, the market for consumer electronics production capacity has gradually become saturated in recent years, and the capital investment as well as recovery benefits required for technological refinement has been evaluated. The Company will give priority to leveraging the outsourcing supplier capacity and strictly control the economies of scale effect. The effort can also prevent idle production capacity loss caused by sudden socioeconomic problems, and strive to achieve the best profit for the Company.

VII. Other significant matters: None.

  • 125 -

Eight. Special Record Items

I. Information related to affiliated enterprises

(I) Affiliated enterprise organization chart

Unit: NT$ thousand

==> picture [489 x 384] intentionally omitted <==

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

G-TECH
Optoelectronics
Corporation
G-TECH
Optoelectronics
Corporation, Tainan
Fab2
Win World G-TECH Optoelectronics
Opto-Glass(Dongguan)co., Ltd (Chengdu) co., Ltd
USD 23,740 USD 70,000
----- End of picture text -----

  • 126 -

(II) Basic information of each affiliated enterprise

Unit: NT$ thousand

Unit: NT$thousand
Enterprise name Establishment
date
Address Paid-in capital Main business items
Fast Achievement Global Ltd. 2007-12-26 Cayman USD540
Holding
Brave Advance International Corp. 2007-12-26 Samoa USD500
Holding
Win World Opto-Glass(Dongguan)
co., Ltd (Note 1)
2008.01.14 China
Dongguan
USD23,740
Production and sale
of TFT-LCD
Flat panel display
material
Golden Start Global Corp. 2010-05-14 Samoa USD71,391
Holding
Charmtex Global Corp. 2010-05-14 Samoa USD71,371
Holding
G-TECH Optoelectronics (Chengdu)
co., Ltd
2011.05.11 China
Chengdu
USD70,000
Production and sale
of TFT-LCD
Flat panel display
material

Note 1: The Company completed a cash capital increase in January 2019. Since the merged company did not recognize the shareholding ratio re-elected its chairman of the board, the shareholding ratio fell to 25% and the Company lost control over it. So, the profit and loss of said merged company has ceased to be included in the consolidated financial statements since May 1, 2017.

  • (III) Information on the same shareholders who are presumed to have both control and affiliation relations: None.

(IV) Industry and division of labor covered by the business of the overall affiliated enterprises:

  1. The company's business covers: TN, STN, TFT, ITO, chemical strengthening, sheet glass processing, manufacturing, and sales.

  2. Industry and division of labor status for the various affiliated enterprises: Win World Opto-Glass(Dongguan) co., Ltd and G-TECH Optoelectronics (Chengdu) co., Ltd are responsible for expanding local business, establishing a complete manufacturing and sales base, and providing after-sales services.

(V) Information on the directors, supervisors, and presidents of affiliates:

Enterprise name Position Name or representative Shareholding Shareholding
Shares Shareholding
Percentage
Fast Achievement
Global Ltd.
Director G-Tech Optoelectronics Corp.
Representative: Chung, Chih-Ming
540,000 100%
Brave Advance
International Corp.
Director DE RONG INTERNATIONAL CO., LTD.:
Song Liu
500,000 25%
Win World opto-Glass
(Dongguan)co., ltd
Chairman
and
President
Brave Advance International Corp.:
Lei Chou
23,740,000 25%
  • 127 -
Enterprise name Position Name or representative Shareholding
Shares
Shareholding
Percentage
Shareholding
Shares
Shareholding
Percentage
Shareholding
Percentage
Supervisor Brave Advance International Corp.:
Shih-Hung Lee
Golden Start
Global Corp.
Director G-Tech Optoelectronics Corp.
Representative: Chiu, Huo-Sheng
71,391,373 100%
Charmtex Global Corp. Director Golden Start Global Corp.
Representative: Chiu, Huo-Sheng
71,371,373 100%
G-TECH Optoelectronics
(Chengdu) co., ltd
Chairperson
and
President
Charmtex Global Corp.
Representative: Wang, Yao-Chang
70,000,000 100%
Supervisor Charmtex Global Corp.
Representative: Wu, Tai-Chiou

(VI) Affiliated enterprise operation status overview:

December 31, 2020; unit: NT$ thousand

Enterprise name Capital Total assets Total
liabilities
Net value Operating
income
Operating
profit
Current
profit and
loss (after
tax)
Earnings
per share
(NT$)
(after tax)
Fast Achievement
Global Ltd.
15,379
47,492

-

47,492

-
-
2,588

-
Brave Advance
International Corp.
14,240
193,463

-

193,463

31,099
663
10,348

-
Win World
Opto-Glass(Donggu
an) co., Ltd
676,115
100,129

39,607

60,523

124,953
-7,699
6,442

-
Golden Start Global
Corp.

2,033,226

104,041

-

104,041

-
-
-67,414

-
Charmtex Global
Corp.
2,032,657
120,112

16,080

104,032

35,613
-948
-67,414

-
G-TECH
Optoelectronics
(Chengdu)co.,Ltd
1,993,600
151,151

51,186

99,965

90,785
-69,478
-67,660

-

Note: The affiliated enterprises are foreign companies, and the relevant figures are listed in NTD on the reporting date.

  • 128 -

(VII) Affiliated Enterprises Consolidated Business Report, Affiliated Enterprises Consolidated Financial Report, and Affiliation Report: Please reference pages 130 to 206.

II. Private securities placement status in the most recent year and as of the printing date of this annual report: None.

III. Company stock holding or disposition status by a subsidiary in the most recent year and as of the publication date of this annual report: None.

IV. Other matters requiring supplementary explanation: None.

Nine. Matters Occurred in the Most Recent Year and as of the Publication Date of This Annual Report that Have a Significant Impact on the Shareholders’ Equity or Securities Prices Pursuant to Article 36,

Paragraph 2, Subparagraph 2 of the Securities and Exchange Act: None.

  • 129 -

Declaration

The Company hereby declares that the companies required to be incorporated into the preparation of the consolidated financial statements of the affiliates for 2020 (from January 1, 2020 to December 31, 2020) according to the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical to the companies required to be incorporated into the preparation of the consolidated financial statements of affiliates and parent company according to the “International Financial Reporting Standards 10 (IFRS 10)” approved by the Financial Supervisory Commission; in addition, relevant information required to be disclosed in the consolidated financial statements of the affiliates has been disclosed completely in the consolidated financial statements of affiliates and parent company. Accordingly, no separate consolidated financial statements of the affiliates is further provided.

Declared by

Company Name: G-TECH Optoelectronics

Corporation

Chairman of the Board: Chung, Chih-Ming Date: March 24, 2021

  • 130 -

Independent Auditor’s Report

The Board of Directors G-TECH Optoelectronics Corporation

Opinion

We have audited the accompanying consolidated financial statements of G-TECH Optoelectronics Corporation and its subsidiaries (the “Group”) which comprise the consolidated balance sheets for the years ended December 31, 2020 and 2019, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows and notes to consolidated financial statements, including a summary of significant accounting policies, for the years ended December 21, 2020 and 2019.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years ended December 21, 2020 and 2019 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), IFRS Interpretations (IFRIC) and SIC Interpretations (SIC) endorsed and issued into effects by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norms for Professional Ethics for Certified Public Accountants and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the audit of the financial statements are stated as follows: I. Revenue Recognition

Please refer to Note 4(15) of the consolidated financial statements for the detailed accounting policy on revenue recognition. Please refer to Note 6(18) of the consolidated financial statements for detailed descriptions of the revenue recognition.

Description of Key Audit Matters:

The revenue of the Group mainly comes from product sales to customers, and the sales contract with customers involve different types of transaction terms. For the recognition of sales revenue, the product control transfer status is determined according to the transaction terms of each

  • 131 -

individual sales contract. Accordingly, the test of the recognition of revenue is identified as a key audit matter for the execution of the audit of the financial statements of the Group. Corresponding Audit Procedures:

The primary audit procedures adopted by our independent auditors with respect to the aforementioned key audit matters include evaluation of the appropriateness of the accounting policy for revenue recognition; understanding and testing the type, transaction model, contract clauses and transaction terms as well as relevant internal control design and execution effectiveness; sampling of the detailed test presently conducted to verify all forms and charts in order to confirm the authenticity of the transaction. A stop-point test is conducted at a certain period before and after the report date of the financial statements in order to obtain samples and verify relevant certificates, thereby ensuring the reasonableness of the recognition time point for transactions. Furthermore, a certain period before and after the financial statement report date, the Group is inspected to determine whether allowance and deduction have been provided to customers according to sales contract requirements, whether there is any material sales return or allowance, in order to ensure the authenticity of transactions. Moreover, the accrued allowance amount specified by the management authority is obtained and is verified with relevant internal and external data, in order to evaluate the rationality of relevant parameters and primary assumptions. In addition, the accuracy of the accrued allowance estimation of the previous year is inspected in order to evaluate the appropriateness of the accrued allowance amount specified by the management authority.

II. Investment Property Fair Value Evaluation

Please refer to Note 4(10) Investment Property of the consolidated financial statements for detailed accounting policy on investment property fair value evaluation. Please refer to Note 5(3) of the consolidated financial statements for detailed accounting estimation and assumption uncertainty for the investment property fair value. Please refer to Note 6(7) Investment Property of the consolidated financial statements for details of the investment property. Description of Key Audit Matters:

The investment property of the Group refers to important assets for operation, and its amount accounts for 28% of the total assets. For the investment property, the accounting procedure adopts the standard of IAS 40, and the fair value model is selected for the adoption. Subsequent fair value change is reorganized as current profit/loss. Since the Group uses the recommendations of external real estate appraiser reports as the basis for the evaluation of the investment property fair value, the neighborhood rental market prices referenced and financial information related to the investment property rental provided by the Group for the execution of the appraisal procedure may involve material judgment and estimation uncertainty. Accordingly, any inappropriate evaluation of the fair value change may result in misstatement of the financial statements. Accordingly, the investment property fair value evaluation is identified as a key audit matter for the execution of the audit of the financial statements of the Group. Corresponding Audit Procedures:

  • Assess the professionality, objectiveness and experience of the real estate appraiser retained by the Group to be in charge of the fair value measurement.

  • Verify the rationality of the material assumptions and critical judgments adopted in its appraisal report, and review the lease agreements and comparison with relevant market information, in order to determine whether the future cash flow, income and discount rate have been handled according to the regulations.

  • Verify the appraisal report and relevant accounting records in order to determine the

  • 132 -

accuracy of accounting procedures.

Other Matters

G-TECH Optoelectronics Corporation has prepared the unconsolidated financial statements for 2020 and 2019, to which we have issued an independent auditor’s report with unqualified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission, and for necessary internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the responsibilities of the management include assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards will always detect a material misstatement when it exists in the consolidated financial statements. Misstatement can arise from fraud or error. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

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

1. Identify and assess the risk of material misstatement in the consolidated financial statements due

to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Group.

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, then relevant disclosures of the consolidated financial statements are required to be provided in our audit report to allow users

  • 133 -

of consolidated financial statements to be aware of such events or circumstances, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

6. Obtain sufficient and appropriate audit evidences for the financial information of individual entities of the Group and provide an opinion on the consolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for

preparing the opinion on the Group.

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

We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors’ professional ethics, and communicated with the governance body on all matters that may affect the auditor’s independence (including protection measures).

From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the Group’s 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preclude public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so could reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Zong Zhe, Chen and Shu Ying, Chang.

KMPG Taipei, Taiwan (Republic of China) March 24, 2021

  • 134 -

G-TECH Optoelectronics Corporation and Subsidiaries

Consolidated Balance Sheet

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

2020-12-31
2019-12-31
Assets
Amount
%
Amount
%
Current assets:
1100
Cash and cash equivalents (Notes 6(1) and (21))
$ 499,504
12
320,203
8
1170
Net notes and accounts receivable (Note 6(2), (19) and (21))
520,341
13
659,111
17
1180
Net notes and accounts receivable - related parties (Note 6(2), (19) and (21) and
7)
129,163
3
155,412
4
1220
Current income tax assets
230
-
232
-
130X
Inventories (Note 6(3))
156,699
4
175,525
5
1476
Other financial assets - current (Note 6(8), (21), 7 and 8)
105,527
3
176,416
5
1479
Other current assets - others
37,025
1
15,769
-
1,448,489
36
1,502,668
39
Non-current assets:
1551
Investment accounted for under the equity method (Note 6(4))
47,473
1
46,437
1
1600
Property, plant and equipment (Note 6(6), (24), 7 and 8)
1,371,860
34
2,275,669
59
1755
Right-of-use assets
50,877
1
50,256
1
1760
Net investment property (Note 6(7), (12) and 8)
1,115,068
28
-
-
1780
Intangible assets
6,946
-
1,113
-
1840
Deferred income tax assets
-
-
2,604
-
1980
Other financial assets - Non-current (Note 6(8) and (20))
6,578
-
5,869
-
2,598,802
64
2,381,948
61
Total assets
$
4,047,291
100
3,884,616
100
Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Note 6(9) and (21))
2130
Contract liabilities - current (Note 6(19))
2170
Notes and accounts payable (Note 6(21))
2180
Notes and accounts payable - related party (Note 6(21) and 7)
2200
Other payables (Note 6(21) and 7)
2213
Payables on equipment (Note 6(2) and (24))
2250
Liability reserve - current (Note 6(13))
2280
Lease liabilities - current (Note 6(21) and 7)
2322
Long-term borrowings due in one year or one business cycle (Note 6(10), (21)
and 8)
2399
Other current liabilities - others
Non-current liabilities:
2540
Long-term borrowings (Note 6(10), (21) and 8)
2550
Liability reserve - non-current
2570
Deferred income tax liabilities (Note 6(14))
2670
Other non-current liabilities - others
Total liabilities
Equity attributable to owners of the parent (Note 6(15)):
3100
Share capital
3200
Capital surplus
3300
Losses to be covered
3400
Other equity
Total equity
Total liabilities and equity
2020-12-31
2019-12-31
Amount
%
Amount
%
$ 569,777
14
774,453
20
7,592
-
5,957
-
107,547
3
87,056
2
179,447
4
153,978
4
106,724
3
99,473
3
3,424
-
682
-
15,931
-
15,045
-
50,877
1
50,256
1
232,993
6
321,060
9
45
-
48
-
1,274,357
31
1,508,008
39


1,168,533
30
840,648
22
18,300
-
17,386
-
48,808
1
-
-
-
-
1,093
-

1,235,641
31
859,127
22


2,509,998
62
2,367,135
61


2,063,936
51
2,063,936
53
16,711
-
40,528
1
(1,019,793) (25)
(751,240) (19)
476,439
12
164,257
4


1,537,293
38
1,517,481
39


$
4,047,291
100
3,884,616
100

(Please refer to the notes to the Consolidated Financial Statements enclosed for details) Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

Chairman of the Board: Chung, Chih-Ming

  • 135 -

G-TECH Optoelectronics Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

4000
Operating revenues (Note 6(19) and 7)
5000
Operating costs (Note 6(3), (21) and 7)
Gross profit (loss)
Operating expenses (Notes 6(13) and 7):
6100
Selling and marketing expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit impairment losses
Total operating expenses
Net operating loss
Non-operating revenue and expenses:
7100
Interest income (Note 6(20))
7020
Other gains and losses (Note 6(5), (20) and 7)
7050
Finance costs (Note 6(20) and 7)
7060
Share of profit or loss on of associated companies and joint
ventures accounted for using the equity method (Note 6(4))
Total non-operating income and expenses
Net loss before tax from continuing operating segments
7950
Less: Income tax expenses (Note 6(14))
Net loss of current period
8300
Other comprehensive income:
8310
Items that will not be reclassified to profit or loss
8312
Revalued amount of property
8349
Less: Income tax related to items not reclassified
Total items that will not be reclassified to profit or loss
8360
Items that may subsequently be reclassified to profit or loss
(Note 6(15))
8361
Difference in exchange from the conversion of financial
statements of overseas operating entities
8370
Share of other comprehensive income of associated
companies and joint ventures accounted for using the
equity method
8399
Less: Income tax related to items that may be reclassified
to profit or loss
Total of items that may subsequently be reclassified to
profit or loss
8300
Other comprehensive income (loss) of current period
8500
Total comprehensive income of current period
Net loss of current period attributable to:
8610
Owners of the parent
Total comprehensive income attributable to:
8710
Owners of the parent
Earnings per share (Note 6(17))
9710
Basic loss per share (Unit: NTD)
Unit: NTD thousand
2020
2019
Unit: NTD thousand
2020
2019
Unit: NTD thousand
2020
2019
Amount
%
Amount
%
$ 2,448,536
100
2,866,074
100
2,457,634
100
2,883,233
101


(9,098)
-
(17,159)
(1)



31,187
1
24,396
1
134,746
6
128,210
4
39,442
2
43,469
2
222,153
9
682
-

427,528
18
196,757
7


(436,626)
(18)
(213,916)
(8)



3,030
-
174,571
7
(34,082)
(1)
2,588
-
146,107
6


2,638
-
191,170
7
(41,967)
(1)
2,259
-
154,100
6
(290,519) (12)
2,604
-
(59,816)
(2)
553
-

(293,123)
(12)
(60,369)
(2)


361,495
15
48,808
2


-
-
-
-


312,687
13
-
-


(1,401)
-
896
-
-
-
(72,517)
(3)
(183)
-
(6,616)
-

(505)
-

(66,084)
(3)


312,182
13


(66,084)
(3)



$
19,059
1
(126,453)
(5)



$ (293,123)
(12)
(60,369)
(2)




$
19,059
1
(126,453)
(5)



$
(1.42)
(0.29)

(Please refer to the notes to the Consolidated Financial Statements enclosed for details) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

  • 136 -

G-TECH Optoelectronics Corporation and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

Balance on January 1, 2019
Net loss of current period
Other comprehensive income (loss) of current
period
Total comprehensive income of current period
Covering loss from capital surplus
Balance on December 31, 2019
Net loss of current period
Other comprehensive income (loss) of current
period
Total comprehensive income of current period
Covering loss from capital surplus
Share-based compensation
Balance on December 31, 2020
Common share
capital
Capital
surplus
Losses to be
covered
Overseas
operating
entities financial
statements
Exchange
differences
translated
Other equity Total
Total equity
230,341
1,643,934
-
(60,369)
(66,084)
(66,084)
(66,084)
(126,453)
-
-
164,257
1,517,481
-
(293,123)

312,182
312,182

312,182
19,059
-
-
-
753

476,439
1,537,293
Total
Total equity
230,341
1,643,934
-
(60,369)
(66,084)
(66,084)
(66,084)
(126,453)
-
-
164,257
1,517,481
-
(293,123)

312,182
312,182

312,182
19,059
-
-
-
753

476,439
1,537,293
Revalued
amount of
property
$ 2,063,936
269,239

(919,582)

230,341
-

-

-

-
-


-
-


(60,369)
-



-
(66,084)


-
- - (60,369)
(66,084)

-

-
- (228,711)

228,711



-

-
-

312,687
2,063,936
-
-


40,528
-
-



(751,240)
(293,123)
-


164,257

-
(505)



,
- - (293,123)
(505)
312,687


-
-

-
-
-
-
(24,570)
753


24,570

-



-
-

312,687
$
2,063,936

16,711

(1,019,793)

163,752

(Please refer to the notes to the Consolidated Financial Statements enclosed for details) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

  • 137 -

G-TECH Optoelectronics Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

Cash Flows from Operating Activities:
Net loss before tax in the period
Adjustments:
Income/expenses items
Depreciation expense
Amortizations
Expected credit loss (gain)
Investment income recognized under the equity method
Loss (gain) on disposal and retirement of property, plant and equipment
Interest expense
Interest income
Share-based payment cost
Gain on disposal of investment
Gain on reversal of impairment of financial assets
Total adjustments to reconcile profit and loss
Change in assets/liabilities relating to operating activities:
Net changes in assets related to operating activities:
Decrease (increase) in notes and accounts receivable (including related parties)
Decrease in accounts receivable - related parties
Decrease in inventories
Decrease in other current assets
Increase in other financial assets
Total net changes in assets related to operating activities
Net changes in liabilities related to operating activities:
Increase (decrease) in contract liabilities - current
Increase( decrease) in notes and accounts payable (including related parties)
Increase in accounts payable - related parties
Increase (decrease) in other payables
Increase (decrease) in provision for liabilities - current
Decrease in other current liabilities - others
Decrease in other non-current liabilities - others
Total net changes in liabilities related to operating activities
Total net changes in assets and liabilities related to operating activities
Total adjustments
Cash inflow generated by operating activities
Interest received
Interest paid
Income tax (returned) paid
Net cash inflow generated by operating activities
Cash flow from investing activities:
Property, plant and equipment acquired
Disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in other financial assets
Cash effect from losing controlling power over subsidiaries
Net cash generated from (used in) investment activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Repayment of corporate bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Lease principle repayment
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) of cash and cash equivalents in current period
Balance of cash and cash equivalents at beginning of period
Balance of cash and cash equivalents at end of period
2020
2019
$ (290,519)
(59,816)
274,319
308,025
4,095
1,560
222,153
(682)
(2,588)
(2,259)
7,056
(65,766)
34,082
41,967
(3,030)
(2,638)
753
-
-
(60,952)
(71,389)
-

465,451
219,255


(83,431)
24,527
25,528
-
18,826
73,347
71,294
289,140
(21,082)
(3,537)


11,135
383,477


1,547
(696)
20,839
(162,208)
25,205
-
7,335
(43,282)
886
(5,213)
(4)
(1,538)
(1,077)
-

54,731
(212,937)


65,866
170,540


531,317
389,795


240,798
329,979
3,030
2,638
(32,892)
(49,742)
2
(1,501)

210,938
281,374


(7,143)
(30,744)
1,450
151,930
(9,928)
(1,340)
(708)
3,332
-
(89,316)

(16,329)
33,862


2,108,310
3,121,582
(2,312,986)
(3,504,581)
-
(480,000)
730,000
774,390
(490,182)
(319,010)
(51,382)
(56,493)


(16,240)
(464,112)


932
(3,987)
179,301
(152,863)
320,203
473,066


$
499,504
320,203

(Please refer to the notes to the Consolidated Financial Statements enclosed for details) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-?

  • 138 -

G-TECH Optoelectronics Corporation and Subsidiaries Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2020 and 2019

(Unless otherwise specified, all amounts are in NTD thousand)

I. Organization and Business Scope

G-TECH Optoelectronics Corporation (hereinafter referred to as the “Company”) was approved by the Ministry of Economic Affairs (MOEA) for establishment on June 27, 1996. The place of registration is No. 99, Zhongxing Rd., Tongluo Township, Miaoli County. The main business items of the Company and its subsidiaries (collectively referred to as the “Group”) include glass and glass products, electronics parts manufacturing and international trade business, etc.

II. Date and Procedure for Approval of Financial Statements

The consolidated financial statements were approved and authorized for issue by the Board of

Directors on March 24, 2021.

III. Application of New and Revised Standards, Amendments and Interpretations

(I) The impact of the new announcements and revisions of the standards and interpretations endorsed by the Financial Supervisory Commission (“FSC”)

The initial application of the amendments of the IFRSs endorsed and issued into effect since

January 1, 2020, did not have a significant effect on the consolidated financial statements of the Group.

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS 39, and IFRS 7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “Covid-19-Related Rent Concessions”

(II) Effect of not adopting the IFRS endorsed by the FSC

The initial application of the following newly amended IFRSs endorsed and issued into effect since January 1, 2021, evaluated to be applicable to the Group will not have a

significant effect on the consolidated financial statements of the Group.

  • Amendment to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS 39, and IFRS 7, IFRS 4 and FRS 16 “Interest Rate Benchmark Reform — Phase 2”

(III) New standards and Interpretations not yet endorsed by the FSC

The standards and interpretations issued by the IASB but not yet endorsed and issued into

effect by the FSC that may be relevant to the Group are as follows:

  • 139 -
New Announcement or
Amendment of Standards
Amendments
to
IAS
1
“Classification of Liabilities as
Current or Non-current”
Main Content of Amendment
The amended clause is to increase the
consistency of the standard application
in order to assist enterprises to
determine whether the debts with
uncertain repayment dates or other
liabilities shall be classified as current
(or possibly due in one year) or
non-current on the balance sheet.
The amended clause also specifies the
classification rules that enterprises may
adopt
conversion
of
equity
for
repayment of debt.
Effective Date
per IASB
2023-01-01

The Group is currently assessing the impact of the aforementioned standards and interpretations on the financial status and business results of the Group, and relevant impacts will be disclosed after the completion of the assessment. The following newly promulgated and amended standards not yet approved are not expected to have material impact on the consolidated financial statements of the Group.

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

  • Amendments to IFRS 17 “Insurance Contracts” and IFRS 17

  • Amendments to IAS 16 “Property, Plant and Equipment — Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts — Cost of Fulfilling a Contract”

  • Annual Improvements to IFRSs 2018-2020 Cycle

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

IV. Summary of Significant Accounting Policies

The significant accounting policies applied in the preparation of the consolidated financial statements are summarized as follows. The following accounting policies have been applied consistently throughout the presented periods in the consolidated financial statements.

(I) Statement of Compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (referred to as the “Regulations”) and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations

  • 140 -

of IAS (SIC) (collectively, the “IFRSs” endorsed and issued into effect by the FSC). (II) Basis of Preparation

1. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis expect for investment property measured at fair values.

2. Functional and presentation currency

The functional currency of the Group is determined based on the currency of the primary economic environment in which it operates. These consolidated financial statements are presented in New Taiwan Dollars, which is the Group’s functional currency. All financial information is presented in NTD thousand.

(III) Basis of Consolidation

1. Principle for preparation of consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. subsidiaries). The Company controls an invested entity when the Company is exposed, or has rights, to variable returns from its involvement with the invested entity and has the ability to affect those returns through its power over the entity.

Consolidation of subsidiaries begins from the date when the Group obtains control of the subsidiaries and ceases on the date when the Group loses control of the subsidiaries. Transactions, balances or any unrealized gains and losses among the consolidated companies have been eliminated during the preparation of the consolidated financial statements. The total comprehensive income/loss of the subsidiaries are attributed to the owners and non-controlling interests of the Company respectively, and the same is true when the non-controlling interests consequently become loss balance.

Appropriate adjustments have been made to the financial statements of subsidiaries to allow their accounting policies to be consistent with those used by the Group.

Changes to the ownership interest of the subsidiaries made by the Group that have not caused the loss of the control over such subsidiaries, are handled as interest transactions with the owner. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognized directly in equity of the owner of the Company.

When the Group loses control of a subsidiary, the assets (including goodwill) and

  • 141 -

liabilities as well as non-controlling interest of the subsidiary are derecognized from the consolidated financial statements based on the carrying value on the date when the control is lost. In addition, the reserved investment in the former subsidiary is measured at the fair value on the date when the control is lost. Disposal profit or loss is calculated as the difference between the following two items: (1) the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and (2) the aggregate of the carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest at the date when control is lost. The Group shall account for all amounts recognized in other comprehensive income in relation to the subsidiary on the same basis as would be required if the Group had directly disposed of the related assets and liabilities.

2. Subsidiaries included in the consolidated financial statements:

The subsidiaries included in the consolidated financial statements are:

Name of
investor
Name of subsidiary
Nature of
business
Percentage of
ownership (%)
Explanation
2020-12-31
2019-12-31
The Company Fast Achievement Global Ltd.
Holding

Golden Start Global Corp.

Golden Global Charmtex Global Corp.

Fast Global
Brave Advance International
Corp.

Charmtex
Global
G-TECH Optoelectronics
(Chengdu) Co., Ltd.
Manufacturin
g and sale of
TFT-LCD panel
display screen
materials
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
25.00%
25.00%


100.00%
100.00%




Note 1

Note: The control was lost on January 1, 2019. Please refer to Note 6(5) for details of the relevant explanation.

3. Subsidiaries not included in the consolidated financial statements: None.

(IV) Foreign currency

1. Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency at the exchange rate at the dates of the transactions. At the end of each subsequent reporting period (referred to as the “report date”), foreign currency items are translated to the functional currency at the exchange rate at that date. Non-monetary items measured at fair value are retranslated to the functional currency at the exchange rate at the date

  • 142 -

that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of transaction.

The foreign exchange difference arising from the conversion is typically recognized in profit or loss; however, it shall be recognized under other comprehensive income for the following conditions:

  • (1) When it is designated as equity instruments at fair value through other comprehensive income;

  • (2) When the translation of a financial liability designated as a net investment in a foreign operation is within the effective extend of the hedge; or

  • (3) When the qualified cash flow hedge is within the effective extend of the hedge.

2. Foreign operations

The assets and liabilities of foreign operations include the reputation and fair value adjustment at the time of acquisition, and it is converted into NTD according to the exchange rate on the report date. The profit and loss items are converted into NTD according to the average exchange rate of the current period. The exchange difference generated is recognized as other comprehensive income.

In case of disposal of a foreign operation leading to loss of control, joint control or material impact, the accumulated exchange difference related to the foreign operation shall be reclassified as profit or loss in full. During partial disposal of subsidiaries involving foreign operations, relevant accumulated exchange difference shall be reclassified as non-controlling interest proportionally. During partial disposal of affiliated enterprise or joint venture investment involving foreign operations, relevant accumulated exchange difference shall be reclassified as profit or loss proportionally.

For monetary accounts receivable or payable of a foreign operation, if there is no repayment plan and repayment cannot be made in the foreseeable future, the foreign exchange profit or loss arising therefrom shall be treated as part of the net investment on such foreign operation and shall be recognized as other comprehensive income.

(V) Classification of current and non-current assets and liabilities

Assets satisfying one of the following criteria shall be classified as current assets; all other assets that are no current assets shall be classified as non-current assets:

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  • Assets expected to be realized or intended to be sold or consumed during their normal operating cycle;

  • Assets primarily held for the purpose of trading;

  • Assets expected to be realized within twelve months after the reporting period; or

  • The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Liabilities satisfying one of the following criteria shall be classified as current liabilities; all other liabilities that are not current liabilities shall be classified as non-current liabilities:

  1. Liabilities expected to be settled in their normal operating cycle;

  2. Liabilities primarily held for the purpose of trading;

  3. Liabilities due to be settled within twelve months after the reporting period; or

  4. Liabilities without an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issuing of equity instruments do not affect its classification.

(VI) Cash and cash equivalents

Cash comprises cash in hand and demand deposits. Cash equivalents refer to short-term investments with high liquidity that are subject to insignificant risk of changes in their fair value and can be cashed into fixed amounts of money. The definition of time deposit is similar to that of cash equivalent; however, the purpose of holding time deposit is for short-term cash commitment rather than investment, to be classified as cash equivalents.

(VII) Financial instruments

Accounts receivable and debt securities are initially recognized upon receipt. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instruments. Financial assets not measured at fair value through profit or loss (excluding account receivables not containing a significant financial component) or financial liabilities were initially measured at fair value plus the transaction cost directly attributed to the acquisition or issuance thereof. Accounts receivable not containing a significant financial component were initially measured at the transaction price.

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1. Financial assets

For the purchase or sale of financial assets complying with regular trading, the Group uses the same method to classify the financial assets. All of the purchases and sales of financial assets are recognized using trade-date or settlement-date accounting.

During the initial recognition, the financial assets are classified as: financial assets measured at amortized cost.

The Group reclassifies all affected financial assets starting on the first day of the next reporting period only when it changes its business model for managing its financial assets.

  • (1) Financial assets at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at fair value through profit or loss:

  • The financial asset is held within a business model whose objective is to hold assets to collect contractual cash flows.

  • The contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principle and interest on the principle amount outstanding.

Such assets subsequently use the initially recognized amount plus or less the accumulated amortized value using the effective interest method, and adjust any allowance loss measured at amortized cost. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Gains or losses on derecognition are recognized in profit or loss.

  • (2) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized cost, notes receivable and accounts receivable, other receivables, guarantee deposit paid and other financial assets).

The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured at 12-month ECL:

  • Debt securities that are determined to have low credit risk at the reporting date; and

  • Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not

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increased significantly since initial recognition.

Loss allowance for trade receivables is measured at an amount equal to lifetime ECLs. To determine whether the credit risk has significantly increased after the initial recognition, the Group considers reasonable and verifiable information (information that can be obtained without excessive cost or investment), including qualitative and quantitative information, and the analysis conducted by the Group based on past experience, credit assessment and prospective information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 90 days past due or the borrower is unlikely to pay its credit obligation to the Group in full.

If the credit rating of a financial instrument is equivalent to the globally understood definition of “investment grade” (investment level of BBB- per Standard & Poor’s, Baa3 per Moody’s or twA per Taiwan Ratings, or higher levels thereof), then the Group considers such debt security to have a low credit risk.

Lifetime ECLs are the ECLs that result from all possible default events during the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from possible default events within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

Expected credit losses are a probability-weighted estimate of credit losses during the expected lifetime of the financial instrument. Credit losses are measured as the present value of all cash shortfalls, i.e. the difference between the cash flows due to the Group in accordance with contracts and the cash flows that the Group expects to receive. ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assess whether financial assets measured at amortized cost are subject to credit impairment. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is

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credit-impaired includes the following observation data:

  • Significant financial difficulty of the borrower or issuer;

  • A breach of contract such as a default or being more than 90 days past due;

  • For economic or contractual reasons related to the borrower’s financial difficulty, having granted to the borrower a concession that the Group would not otherwise consider;

  • It is probable that the borrower will file for bankruptcy or other financial reorganization; or

  • The disappearance of an active market for a security due to financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off, either in full or partially, to the extend that there is no realistic prospect of recovery for the Group. For corporate accounts, the Group individually analyzes the write-off timing and amount based on whether it is reasonably expected to be recovered. The Group expects that the written off amount will not have any significant reversal. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • (3) Derecognition of financial assets

The Group derecognizes financial assets only when the contractual rights of the cash flows from the asset are terminated, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party, or when nearly all risks and rewards of ownership are not transferred and not retained and the control of the financial asset is not retained.

When the Group signs a transaction for transferring financial assets, if all or nearly all of the risks and rewards of the ownership of the assets transferred are retained, then it is still continued to be recognized in the balance sheet.

2. Financial liabilities and equity instruments

  • (1) Classification of liabilities or equity

The debts and equity instruments issued by the Group are classified as financial liabilities or equity according to the substance of contract agreements and the definition of financial liabilities and equity instruments.

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(2) Equity transaction

Equity instrument refers to any contract representing the Group with remaining equity from assets after all liabilities have been substracted. The equity instruments issued by the Group are recognized based on the amount obtained from the payment amount less the direct issuance cost.

(3) Compound financial instruments

The compound financial instruments issued by the Group refer to convertible corporate bonds (valued in NTD) of options held by the owner for converting into capital share, and the quantity of the shares issued does not change along with changes of the fair value.

For the liability component of compound financial instruments, its amount initially recognized is measured at the fair value of similar liabilities excluding the equity conversion right. The initially recognized amount of the equity component is measured based on the difference between the overall compound financial instrument fair value and the liability component fair value. Any transaction costs that can be attributed directly are amortized to the liability and equity component according to the initial carrying amount ratio of the liability and equity.

After initial recognition, the liability component of the compound financial instruments is subsequently measured at amortized cost calculated using the effective interest method. For the equity component of compound financial instruments, it shall not be remeasured after initial recognition.

The interest related to the financial liabilities is recognized in profit or loss. When financial liabilities are reclassified as equity during the conversion, such conversion is not recognized in profit or loss.

(4) Financial liabilities

Financial liabilities are subsequently measured either at amortized cost or at fair value through profit or loss. Financial liabilities are classified as at fair value through profit or loss when the financial liability is held for trading, is a derivate instrument, or is designated at initial recognition. Financial liabilities measured at fair value through profit or loss are measured at fair value, with any relevant net gains or losses, including any interest expense, recognized in profit or loss.

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Other financial liabilities are subsequently measured at amortized cost calculated using the effective interest method. Interest expense and exchange gain and loss are recognized in the profit or loss. On derecognition, any profits or losses are recognized in profit or loss.

  • (5) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligation has been discharged, canceled or has expired. When there are changes in the terms of the financial liabilities and there is significant difference in the cash flow of liabilities after revision, then the original financial liabilities are derecognized, and the revised terms are used as the basis for the recognition of the new financial liabilities at fair value. During the derecognition of a financial liability, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • (6) Offsetting of financial assets and liabilities

The Group only presents financial assets and liabilities on a net basis when the Company currently has the legally enforceable right to offset them, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.

(VIII) Inventories

Inventory is measured based on the lower of the cost and the net realizable value. The cost of inventories consists of all costs of acquisition, production or processing costs and other costs arising from the location and state of use, and the weighted average method is used. The costs of finished products and work in process include the manufacturing expense amortized according to the appropriate ratio under normal production capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (IX) Investment in Associates

Associate refers to an entity where the Group has material impact on its financial and operational policies, but has no control or joint control over.

The Group adopts the equity method for the equity of an associate. Under the equity method, it is recognized at cost during the initial acquisition, and the investment cost includes the transaction cost. The carrying amount of the invested associate includes the

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goodwill identified during the initial investment, less any accumulated impairment loss. The consolidated financial statements includes the amount of profit or loss and the amount of other comprehensive income of each invested associate, from the date of having material impact to the date of losing material impact, after adjustments to make the accounting policy consistent with the Group, recognized by the Group according to the equity ratio. When the associate is subject to equity change not for profit or loss or other comprehensive income and when the shareholding percentage of the Group in the associate is not affected, the Group then recognizes the equity change under the share of the associate for the Group as capital reserve according to the shareholding percentage.

The unrealized profit and loss arising from the transactions between the Group and associates is recognized in the company’s financial statements only within the equity scope of the non-related party on the associate. When the loss amount of the associate required for recognition proportionally by the Group is equal to or exceeds its equity in the associate, its loss is no longer recognized, and additional loss and relevant liabilities are recognized only within the scope of occurrence of statutory obligation, presumed obligation or payments made on behalf of the investee.

During the issuance of new shares by an associate, if the Group fails to subscribe according to the shareholding percentage such that there is a change in the shareholding percentage, leading to change in the equity net value of the investment, the change is used to adjust the capital surplus and the investment under equity method. If such adjustment is to offset the capital surplus, but the capital surplus remaining balance from the investment under the equity method is insufficient, the deficit is debited as retained earnings. However, if the Group fails to subscribe according to the shareholding percentage such that its ownership equity on an associate is reduced, the amount related to the associate previously recognized in the other comprehensive income or loss is then reclassified according to the reduced ratio. The basis of the accounting procedure shall be identical to the basis the associate is required to comply with when directly disposing of relevant assets or liabilities. (X) Investment Property

Investment property refers to property held for the purpose of earning rents or capital value increase or both, and excluding property provided for normal business sales, for production, for product or labor or for administrative management purposes. Investment property is measured at cost initially, and subsequently measured at fair vale. Any change

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thereof is recognized in profit or loss.

The profit or loss from disposition of investment property (calculated based on the difference between the net disposition amount and the carrying amount of such item) is recognized in profit or loss. If an investment property for sale was previously classified as property, plant and equipment, any relevant “Other equity - revalued amount of property” is changed to be recognized as retained earnings.

The rental income from investment property is recognized as non-operating income under the straight-line method during the lease period, and the lease incentive offered during the lease period is recognized as part of the rental income.

(XI) Property, Plant and Equipment

1. Recognition and measurement

Items of property, plant and equipment are measured at cost (including capitalized borrowing costs) less subsequent accumulated depreciation and any subsequent accumulated impairment loss.

When the useful lifetimes of the major components of the property, plant and equipment are different, then it is handled as an independent item (main component) of the property, plant and equipment.

The gain or loss arising from the disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent cost

Subsequent expenditure is capitalized only when it is possible that the future economic benefits associated with the expenditure will flow to the Group.

3. Depreciation

The depreciation of an asset is determined after deducting its residual amount from its original cost and is depreciated using the straight-line method over its useful life in order to be recognized in profit or loss.

Land is not depreciated.

The estimated useful lives for current and comparative years are as follows:

The estimated useful lives for current and comparative years are a
(1) Houses and buildings 9~25 years
(2) Machinery and equipment 3~8 years
(3) Other equipment 3~10 years
(4) Leasehold Improvements 1~10 years
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The key components of houses and buildings mainly include the facility main building, electric power equipment and construction, and cleanroom systems, etc., and depreciation is calculated based on their useful lifetimes of 25 years, 10 years and 10 years respectively.

Depreciation methods, useful lives and residual values are reviewed by the Group at the reporting date of each year, and are adjusted appropriately when it is determined necessary.

4. Reclassification to investment property

When the purpose of a property for own use is changed to an investment property, such property is reclassified to investment property based on the fair value at the time of change of its purpose. The profit generated is then remeasured, and it is recognized in profit or loss within the scope of the accumulated impairment previously recognized for such property. The remaining difference is then recognized under other comprehensive income, and it is cumulated to “Other equity - revalued amount of property”. Any loss is recognized in profit or loss; however, if the reduced value is still within the revalued amount of the property, then the reduced amount is recognized in other comprehensive income, and the revalued amount in the equity is offset and reduced.

(XII) Leases

1. Determination of a lease

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract is a lease, the Group assesses whether:

  • (1) The contract involves the use of an identified asset, and this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, but the asset has not been identified; and

  • (2) The customer has the right to obtain substantially all of the economic benefits from the use of the asset during the period of use; and

  • (3) When a customer satisfies any one of the following conditions, the right to direct the use of an identified asset is obtained:

  • The customer has the right to direct how and for what purpose the identified asset is

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used throughout the period of use; or

  • The decision on how and for what purpose the identified asset is predetermined, and:

  • The customer has the right to operate the asset throughout the period of use, and the supplier does not have the right to change such operation instructions; or

  • The customer designed the asset in way that predetermines how and for what purpose it will be used throughout the period of use.

At the inception or on reassessment of a contract that contains a lease, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and to account for lease and non-lease components as a single lease component.

  1. As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the Group periodically assesses whether the right-of-use asset has any impairment and handles any impairment loss already incurred, and under the condition where remeasurement on the lease liability occurs, the right-of-use-asset is adjusted.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. It is discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, the Group’s incremental borrowing rate is used. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

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  • (1) Fixed payments, including in-substance fixed payments;

  • (2) Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (3) Amounts expected to be payable under a residual value guarantee; and

  • (4) The exercise price under a purchase option or lease termination that the Group is reasonably certain to exercise, or penalties required for a lease.

The lease liability is measured at amortized cost using the effective interest method, and it is remeasured under the following conditions:

  • (1) When there is a change in future lease payments arising from a change in index or rate;

  • (2) When there is a change in the estimate of the amount expected to be payable under a residual value guarantee;

  • (3) When there is change in the assessment of whether to exercise a purchase option of the underlying asset;

  • (4) If there is a change in the assessment of whether to exercise an extension or termination option, and a change to the assessment of the lease period;

  • (5) When there is change to the lease subject matter, scope or other terms.

When the lease liability is remeasured due to the aforementioned change in future lease payments arising from a change in an index or rate, change in residual value guarantee and change in purchase, extension or termination option assessment, a corresponding adjustment is made to the carrying amount of the right-of-use asset, and it is recorded in profit or loss when the carrying amount of the right-of-use asset has been reduced to zero.

For change of lease in the reduction of the scope of lease, the carrying amount of the right-of-use asset is reduced in order to reflect the termination of all or a portion of the lease, and the amount of difference with the lease liability is remeasured for recognition in profit or loss.

The Group presents right-of-use assets and lease liability that do not meet the definition of investment property in single items in the balance sheets respectively. For short-term leases of other equipment and low-value underlying asset leases, the Group chooses not to recognize them as right-of-use assets or lease liabilities, but

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recognizes relevant lease payments associated with these leases as expenses on a straight-line basis over the lease term.

3. As a lessor

For transactions with the Group as the lessor, the lease contracts are classified on the lease establishment date depending on whether nearly all of the risks and remunerations associated with the underlying asset ownership are transferred. If true, it is classified as financial lease; if false, it is classified as operating lease. During evaluation, the Group considers relevant specific indicators including whether the lease period covers the key components of the underlying asset economic lifetime.

If the Group is a sub-lessor, the primary lease and sub-lease transactions are dealt with separately, and the right-of-use assets generated from the primary lease are used to evaluate the classification of the sub-lease transactions. If the primary lease refers to a short-term lease and is exempted for recognition, then the sub-lease transaction shall be classified as operating lease.

If the agreement includes lease and non-lease components, the Group uses the consideration for an amortization contract specified in IFRS 15.

For operating lease, the Group adopts the straight-line basis to recognize the lease payment collected during the lease period as the rental income.

(XIII) Intangible Assets

1. Recognition and measurement

The goodwill from the acquisition of a subsidiary is measured based on the cost less the accumulated impairment loss.

Research and development activity related expenses are recognized in profit or loss when such expenses are incurred.

A development expense is capitalized only when it can be measured reliably, product or process technology or commercial feasibility has been reached, future economic benefit is likely to flow into the Group, and the Group has the intention and sufficient resources to complete such development and has further used or sold the asset. Other development expenses are recognized in profit or loss when such expenses are incurred. After the initial recognition, the capitalized development expense is measured based on the amount obtained from the cost less the accumulated amortization and cumulative impairment.

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Other intangible assets with limited useful life acquired by the Group, including computer software and other intangible assets, etc., are measured by the cost less the cumulative amortization and cumulative impairment.

2. Subsequent expenditure

Subsequent expenditure is only capitalized when future economic benefits can be added to relevant specific assets. All other expenses are recognized in profit or loss when such expenses are incurred, including internally developed goodwill and brands.

3. Amortization

Except for goodwill, amortization is calculated according to the asset cost less the estimated residual value, and starting from from the available-for-use state of the intangible asset, the straight-line approach is used to recognize it in profit or loss for its estimated useful life.

The estimated useful lives for current and comparative years are as follows:

  • (1) Computer software 3 years

  • (2) Other intangible assets 3 years

Amortization methods, useful lives and residual values of the intangible assets are reviewed by the Group at the reporting date of each year, and are adjusted appropriately when it is determined necessary.

(XIV) Impairment of Non-financial Assets

The Group assesses whether there is any indication that there might be an impairment in the carrying amount of non-financial assets (excluding inventory, deferred income tax assets and investment property measured at fair value) on each reporting day. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

For the purpose of testing the impairment, a group of assets of most of the cash inflow that is independent from the cash inflow of other individual assets or asset groups is used as the smallest identifiable asset group. The goodwill obtained from the merger of enterprises is amortized to each cash generating unit or cash generating unit group that is expected to gain benefits from the synergy of the merger.

The recoverable amount for an individual asset or a cash generating unit is the higher of its fair value less costs of disposal or its value in use. During the assessment of the use value,

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the future cash flow estimation uses a pre-tax discount rate for calculating the current value, and the discount rate shall reflect the current market assessment on the currency time value and the unit specific risk arising from the asset or cash.

If the recoverable amount of an asset is less than its carrying amount, it is recognized as an impairment loss.

An impairment loss shall be recognized immediately in profit or loss, and the carrying amount of each of the assets is reduced proportionally to the carrying amount of other assets in the unit.

Non-financial assets are reversed only in the range not exceeding the carrying amount (less depreciation or amortization) of the asset that has not been determined during the recognition of the impairment loss in the previous year.

(XV) Provision for Liabilities

Provisions for liabilities are recognized when the Group has an obligation as a result of past events, and the Group is likely to be subject to an outflow of economic resources that will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions for liabilities are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The amortization of the discounting is recognized as interest expense.

1. Restoration

According to applicable contracts, when the Group bears the obligation to disassemble, remove or restore the site location for parts of the property, plant and equipment, the present value of cost expected to be incurred due to the disassembly, removal or restoration of the site location is recognized as provision for liabilities.

2. Sales return and allowance

Possible goods return and allowance are estimated according to the empirical value, and they are recognized as the deduction of the sales revenue at the year when the goods are sold. For current obligations arising from past events, the amount and time of occurrence are uncertain; therefore, it is classified as provision for liabilities.

(XVI) Recognition of Revenue

1. Income from customer contracts

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for rendering services to its customers. Revenue is recognized in the

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reporting period when the Group satisfies a performance obligation by transferring its control of the product or service to the customer. The main revenue items of the Group are explained as follows:

(1) Sales of goods

The Group manufactures panel display screen materials and glass products, and also sells such products. The Group recognizes revenue when the control of products is transferred. Product control transfer refers to when the product has been delivered to the customer, and the customer has the full discretion on the sales channel and price of the product, and the unfulfilled obligations of the customer for accepting the product have not been affected. Delivery refers to a product being transferred to a specific location, and its obsolete and loss risks have been transferred to the customer, and the customer has accepted the product according to the sales contract, the acceptance clauses have become invalid, or the Group has objective evidence to consider that all acceptance criteria have been satisfied.

The Group recognizes the accounts receivable upon the delivery of goods since the Group has the right to collect consideration unconditionally at such time point.

(2) Financial component

The Group expects that the time period between the time in the customer contract of transferring products or services to the customer and the time when the customer makes payment for such products or services is less than one year; therefore, the Group has not adjusted the currency time value of the transaction price.

(XVII) Government Grants

When the Group receives government grants, the grants without attachment are recognized as other income. For other grants related to assets, when the Group is reasonably assured to comply with the conditions attached to the government grants and is able to receive such grants, they are then recognized in the deferred revenue at fair value. In addition, the deferred revenue is recognized as other income within the useful lifetime of the asset according to the system basis. Government grants compensating expenses or losses incurred by the Group are recognized in profit or loss for the same period of relevant expenses according to the system basis.

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(XVIII) Employee Benefits

1. Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the period during which services are rendered by employees.

2. Short-term employee benefits

Obligations for short-term employee benefits are recognized as expenses in the period when services are provided. When the Group is required to bear current statutory or presumed payment obligation due to the service previously provided by an employee, and when such obligation can be estimated reliably, such amount is recognized as liabilities.

3. Separation benefits

Separation benefits refer to when the Group cannot cancel the offer of such benefits or recognizes relevant restructuring costs, and whichever occurs first is recognized as expense. When the separation benefits are not expected to be fully repaid within 12 months after the report date, they are discounted.

(XIX) Share-based Payment Transactions

Equity-settled share-based payment agreements are recognized as expenses based on the fair value of the provision date and within the receipt period of such compensation, and the relative equity is increased. The expense recognized is adjusted based on the expected compensation amount satisfying the service conditions and the non-market vesting conditions. In addition, the amount finally recognized uses the compensation amount complying with the service conditions and the non-market vesting conditions on the vesting date as the basis for measurement.

The non-vesting conditions of share-based compensation have been reflected in the measurement of the share-based payments and payment date fair value, and it is not required to make verified adjustments for the difference between the expected result and actual result.

The fair value amount of cash-settled share appreciation rights offered to employees is recognized as expense and the relative liabilities are increased during the period when the employees satisfy the condition for obtaining the compensation. The liabilities are remeasured according to the fair value of the share appreciation rights on each report date

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and settlement date, and any change thereof is recognized in profit or loss.

The payment date for the share-based payments of the Group refers to the subscription price approved by the board of directors and the date when employees are permitted to subscribe the shares.

(XX) Income tax

Income tax includes both current tax and deferred tax. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payable or receivable on the taxable income (or loss) for the year and any adjustment to tax payable or receivable in respect of previous years. The amount uses the statutory rate or the substantive legislative rate on the reporting date to measure the most optimal estimation value of the expected payment or receipt amount.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Temporary differences resulting from the following circumstances shall not be recognized as deferred taxes:

  1. Assets and liabilities that are initially recognized but are not related to the business combination and have no effect on net income or taxable gains (losses) during the transaction;

  2. Temporary differences arising from equity investments in subsidiaries, associates and joint ventures, where the Group is able to control the reversal of the temporary difference and where there is a high probability that such temporary differences will not reverse in the future; and

  3. Taxable temporary difference arising from initial recognition of goodwill.

Deferred tax shall be measured at the tax rates that are expected to apply to the period when expected temporary difference is reversed, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

The deferred tax assets and liabilities of the Group are only offset against each other when the following criteria are met:

  1. The Group has the legal right to settle tax assets and liabilities on a net basis; and

  2. The taxing of deferred tax assets and liabilities is related to one of the following taxing authorities of one identical taxation agent for the income tax:

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  4. (1) Levied by the same taxing authority; or

  5. (2) Levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities of significant amounts on a net basis every year of the period of expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation matches with each other.

A deferred tax asset shall be recognized for unused tax losses, unused tax credits, and deductible temporary differences to the extend that it is possible that future taxable profit will be available against which it can be utilized. In addition, such deferred tax assets shall also be reviewed at each reporting date, and are reduced to the extend that it is no longer probable that the related tax benefit will be realized; or the originally reduced amount is reversed within the scope that it is likely to become sufficient taxable income.

(XXI) Earnings per share

The Group discloses the Group’s basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of the basic earnings per share of the Group is based on the profit attributable to the ordinary shareholders of the Company, divided by the weighted average number of ordinary shares outstanding. The calculation of the diluted earnings per share is based on the profit attributable to the ordinary shareholders of the Company, divided by the weighted average number of ordinary shares outstanding after the adjustment of the effects of all dilutive potential ordinary shares. Potential diluted common shares of the Group include convertible corporate bonds and employee stock options.

(XXII) Information on segments

The Group is composed of operating segments engaged in operating activities that may generate revenue and incur expenses (including income and expenses related to transactions among other components in the Group). The operating results of all operating segments are reviewed by the main operation decision maker of the Group in order to make decision on the allocation of resource for the segments and to evaluate their performance. Each operating segment is equipped with independent financial information. V. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

When the management performs the preparation of the consolidated financial statements in conformity with the Regulations and IFRSs endorsed by the FSC, the management is required to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may

  • 161 -

differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. Any changes in accounting estimates during the period and the impact in the next period are recognized. There are no critical judgments in applying accounting policies that have significant effect on the amounts recognized in the consolidated financial statements.

The following assumptions and uncertainties have major risks that may lead to material adjustments in assets and liability carrying amounts in the next fiscal year, and also reflect the impact caused by the COVID-19 pandemic, and relevant information is as follows:

  • (I) Loss allowance for accounts receivable

The loss allowance for accounts receivable of the Group is estimated based on the assumption of the risk of breach and the expected loss rate. The Group considers the historical experience, current market condition and prospective estimation on each reporting date in order to determine the assumption required to be adopted and selection of inputs during the calculation of impairment loss. Changes in the economic and industrial environment may cause material adjustment in the loss allowance for accounts receivable. Please refer to Note 6(2) for detailed explanation on relevant assumption and inputs.

  • (II) Property, plant and equipment impairment assessment

During the process of asset impairment assessment, the Group must rely on subjective judgment to determine the useful life of the independent cash flow assets and possible income and expense in the future for certain asset groups based on the operating model of assets and industrial characteristics. Any change in the estimation due to changes in the economic situation or the Group’s strategies may result in significant impairment or reversal of impairment loss recognized in the future. Please refer to Note 6(6) for detailed explanation on the critical assumption used for the recoverable amount.

  • (III) Investment property fair value

The subsequent measurement of investment property of the Group adopts the discounted cash flow analysis method under the income approach for valuation. The input used in the fair value valuation technique is Level 3.

Valuation process

The accounting policies and disclosures of the Group include the use of fair value to measure its financial, non-financial assets and liabilities. The Group establishes a relevant internal control system for the fair value measurement, and the Financial Department is responsible for verifying all material fair value measurements (including Level 3 fair value) and periodically verifies the material inputs and adjustment that cannot be observed. If the inputs used in the measurement of fair value use external third party information, the Financial Department evaluates the evidence that supports the inputs provided by the third party in order to determine that the

  • 162 -

valuation and its fair value level classification comply with the requirements of the IFRSs. For the property of the Group, it is assumed that the Group has retained an external appraiser to perform appraisal according to the valuation method and parameters announced by the FSC. When the Group measures its assets and liabilities, it uses the observable inputs in the market as much as possible. The levels of fair value are classified in the following different levels according to the inputs used in the valuation technique:

  • Level 1: Public quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: Input parameters other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • Level 3: Input parameters of assets or liabilities not based on the observable market information (non-observable parameters).

In case of any transfer event or condition of fair value among levels, the Group recognizes such transfer at the report date.

Please refer to Note 6(7) Investment Property for relevant information on the assumption used for measurement of fair value.

VI. Description of Significant Accounts

  • (I) Cash and cash equivalents
Cash on hand and petty cash
Demand deposits
Checking accounts
Time deposits
Cash and cash equivalent indicated in the statements of
cash flow
2020-12-31
$ 704
333,104
40
165,656
2019-12-31

581

255,007

40

64,575
$
499,504

320,203

The Group’s exposure to interest rate risk and the sensitivity analysis on the financial assets and liabilities of the Group are disclosed in Note 6(21).

(II) Notes and accounts receivable (including related parties)

and liabilities of the Group are disclosed in Note 6(21).
and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Accounts receivable - related parties
Less: Allowance for loss
2020-12-31
$ 90,328
665,716
129,163
(235,703)
2019-12-31

148,799

522,299

155,411

(11,986)

$
649,504


814,523

The Group applies the simplified approach to provide for its expected credit losses, i.e., the use of lifetime expected loss provision for all notes and account receivables. To measure the expected credit losses, the notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including overall economic and relevant industry information. The expected credit loss analysis for notes and accounts receivables of the Group is as follows:

  • 163 -

2020-12-31

Not overdue
Overdue less than 90 days
Overdue more than 91 days
Not overdue
Overdue less than 90 days
Overdue more than 91 days
Carrying amount
of notes and
accounts
receivables
$ 569,374
54,802
261,031
Weighted-avera
ge expected
credit loss rate
Loss allowance
provision
884
20
234,799

0.16%

0.04%

1%~100%
2019-12-31
$
885,207
235,703

Loss allowance
provision
1,507
671
9,808
Carrying amount
of notes and
accounts
receivables
$ 655,138
120,450
50,921
Weighted-aver
age expected
credit loss rate

0.03%

0.58%

1%~100%
$
826,509
11,986

The movement in the allowance for impairment with respect to notes and accounts

receivable of the Group is as follows:

Balance at beginning of the period
Impairment loss recognized
Written off amount
Effect of losing controlling power over subsidiaries
Foreign currency translation gains or losses
Balance at end of the period
2020
$
235,703
11,986
  1. The amount in the accounts receivable that is overdue for more than 90 days mainly comes from key customers, the purchase of optical cement from the Group by such customers and the sale of LCD displays to various large manufacturers in Shenzhen, China. However, due to the COVID-19 pandemic, the upstream and downstream supply chain operations were affected so that payments were delayed. To protect its own interest, the Group has filed civil lawsuits with the Xiamen Intermediate People’s Court in China and it is recognized as allowance for loss.

  2. The aforementioned financial assets are not used as guarantee for long-term borrowings and financing amount.

  3. 164 -

(III) Inventories

Raw materials and supplies
Work in progress
Finished goods
Merchandise inventory
2020-12-31
$ 92,249
6,024
57,953
473
2019-12-31
61,976
10,491
103,058
-
175,525
$
156,699
  1. The details of the inventory related expenses of the Group recognized for 2020 and 2019 are as follows:
19 are as follows:
Inventory sale recognition
(Reversal of) write-down of inventories
2020
$ 2,468,993
(11,359)
$
2,457,634
2019

2,876,154

7,079


2,883,233

2. As of December 31, 2020 and 2019, the inventories of the Group were not provided

as pledged assets.

(IV) Investment Accounted for Using Equity Method

The investments of the Group accounted for using the equity method at the report date are as follows:

Associate 2020-12-31
$
47,473
2019-12-31
46,437

1. Associates

For associates of the Group using the equity method that are not material, the summary financial information is as follows, and the financial information refers to the amount

included in the consolidated financial statements of the Group:

The summary carrying amount at the end of the
period for equity of individual non-material
associates
Amount attributable to the Group:
Net income for the current period of continuing
business unit
Other comprehensive income
Total comprehensive income
2020-12-31
$
193,463
2019-12-31

189,506

2020
$ 2,588
896
$
3,484


2019

2,259

(183)


2,076
  • 165 -

2. Guarantee

As of December 31, 2020 and 2019, the investments of the Group using the equity method were not provided as pledged assets.

(V) Loss of Control Over Subsidiaries

The Group’s subsidiary Brave Advance International Corp. executed cash capital increase in January 2019. The Group did not subscribe according to the shareholding percentage and the chairperson was also re-elected so that the Group lost its control over the subsidiary, and the shareholding was reduced to 25%. The gain on the present disposal of NT$60,834 thousand has been included under the “Other gains and losses” in the consolidated statements of comprehensive income. Such gain on disposal included the disposal of the remaining 25% equity measured at fair value of Brave Advance International Corp. and the amount related to the associate previously recognized as gain and loss of other comprehensive income and loss that may be reclassified to profit or loss.

The carrying amounts of the assets and liabilities of Brave Advance International Corp. and

Win World Opto-Glass(Dongguan)co., Ltd. are as follows:

Cash and cash equivalent
Net accounts receivable (including related parties)
Other financial assets - current (including non-current)
Other current assets - others
Accounts payable (including related parties)
Other payables
Advance sales receipts
Other non-current liabilities - others
Carrying amount of net assets of former subsidiaries
$ 89,316
444,775
5,875
10,127
(409,219)
(31,068)
(54,611)
(5,834)
$
49,361

(VI) Property, Plant and Equipment

Details of the cost, depreciation and impairment of property, plant and equipment of the Group for 2020 and 2019 are as follows:

  • 166 -
Cost or deemed cost:
Balance on January 1, 2020
Additions
Disposals and retirements
Reclassifications
Impact of changes in foreign
exchange rate
Balance on December 31,
2020
Balance on January 1, 2019
Additions
Disposals and retirements
Reclassifications
Subsidiary equity lost
Impact of changes in foreign
exchange rate
Balance on December 31,
2019
Depreciation and impairment
loss:
Balance on January 1, 2020
Depreciation in the current
year
Disposals and retirements
Reclassifications
Impact of changes in foreign
exchange rate
Balance on December 31,
2020
Balance on January 1, 2019
Depreciation in the current
year
Disposals and retirements
Subsidiary equity lost
Impact of changes in foreign
exchange rate
Balance on December 31,
2019
Carrying value:
December 31, 2020
January 1, 2019
December 31, 2019
Land
$ 495,360
-
-
(175,712)

-
Houses and
buildings
2,322,163
-
(260)
(908,429)
-
Machinery
and
equipment
2,050,039
840
(103,796)
1,527
-
Other
equipment
276,244
675
(37,062)
-
448
Leasehold
improveme
nts
421,524
-
-
-
-
Unfinished
construction
and
equipment
pending for
inspection
195
8,370
-
(1,527)
69
Total
5,565,525
9,885
(141,118)
(1,084,141)
517

$
319,648
1,413,474 1,948,610 240,305 421,524 7,107 4,350,668
$ 553,942
-
(58,582)
-
-

-
2,460,345
2,792
(140,973)
-
-
(1)
2,103,070
94
(53,969)
844
-
-
315,376
27,754
(59,064)
-
(6,815)
(1,007)
749,068
-
-
-
(327,544)
-
844
195
-
(844)
-
-
6,182,645
30,835
(312,588)
-
(334,359)
(1,008)

$
495,360

2,322,163
2,050,039
276,244
421,524 195
5,565,525
$ -
-
-
-

-
889,493
115,744
(260)
(401,957)
-
1,882,512
50,218
(95,454)
-
-
235,745
22,771
(36,898)
-
85
282,106
34,703
-
-
-
-
-
-
-
-
3,289,856
223,436
(132,612)
(401,957)
85

$
-
603,020 1,837,276 221,703 316,809 - 2,978,808
$ -
-
-
-

-
874,832
131,557
(116,896)
-
-
1,883,376
53,105
(53,969)
-
-
271,677
29,813
(58,859)
(6,815)
(71)
572,593
37,057
-
(327,544)
-
-
-
-
-
-
3,602,478
251,532
(229,724)
(334,359)
(71)

$
-
889,493 1,882,512
235,745
282,106 -
3,289,856
$
319,648
810,454 111,334 18,602 104,715 7,107 1,371,860
$
553,942
1,585,513 219,694 43,699 176,475 844 2,580,167
$
495,360
1,432,670 167,527 40,499 139,418 195 2,275,669
  • 167 -

1. Impairment of assets

The Group conducts impairment evaluation on the recoverable amount of assets and intangible assets for operating purpose on the report date, and the use value is used as the calculation basis for the recoverable amount. The calculation of use value uses the cash flow of the financial forecast of the Group for the next five years as the estimation basis. The cash flow of the financial forecast considers the comprehensive factors of the changes in the industry, market competition status, expected annual income in the future, gross profit and other operating cost change, etc. in order to establish the preparation basis. For 2020 and 2019, the Group has adopted a discount rate of 13.5% to reflect specific risks of relevant cash generating units. According to the aforementioned evaluation result, the asset impairment losses recognized for 2020 and 2019 are both NT$0.

  1. As of December 31, 2020 and 2019, some parts have been provided to the financial institution as mortgage guarantee. Please refer to Note 8 for details.

3. Reclassification to investment property.

On October 1, 2020, the Group leased out its own building to a third party based on its actual condition of use, and the property was reclassified to investment property at the fair value during the time of change of purpose thereof. The difference between the carrying amount and the fair value of the property at the date of purchase change is NT$432,884 thousand, and it is recognized as gain on reversal of impairment loss (recognized in other gains and losses) of NT$71,389 thousand and other comprehensive income - property revaluation surplus of NT$361,495 thousand. The gain on reversal of impairment loss does not exceed the amount of the unrecognized impairment loss and the deduction of the carrying balance after recognition of depreciation. The fair value valuation technique used by the Company for the property at the date of change of purpose and the material observable inputs are consistent with the use of the investment property at the report date. Please refer to Note 6(7) for details. (VII) Investment property

Investment properties refer to assets owned by the Group, and for the lease of investment

  • 168 -

properties, the original non-cancellable period is 10 years. For investment properties already leased out, the rental incomes are fixed amounts.

Statement of changes in investment property of the Group is as follows:

Cost or deemed cost:
Balance on January 1, 2020
Transfer from property, plant and
equipment
Balance on December 31, 2020
Own assets Own assets Total
-
1,115,068
Land
$ -
293,165
**Houses and buildings **
-

821,903
821,903
$
293,165
1,115,068

The inputs used in the fair value valuation technique for the subsequent measurement of investment property of the Group belongs to Level 3. Please refer to the aforementioned statement of change for details of the adjustment of carrying amounts at the beginning and end of the period for Level 3. After the transfer from property, plant and equipment in October 2020, the fair value has not indicated material changes.

For the subsequent measurement of investment property of the Group adopting the discounted cash flow analysis method under income approach for valuation, relevant

important contract terms and valuation information is as follows:

Subjectproperty **Miaoli Plant land and buildings **
1. Rent: NT$5,867 thousand/month
Important contract terms 2. Lease period: 136 months
3. Total future annual tax amount borne by lessor:
NT$7,421 thousand
Local rent status NT$130~160/3.3058 m2/month
Rent
status
of
similar
NT$140/3.3058 m2/month
property
Current condition Normal use
Past income amount NT$140/3.3058 m2/month
Income capitalization rate 3.814%
Discount rate 2.90%
Outsourced or own appraisal Outsourced appraisal
Appraisal firm Hua Shin Appraisers Firm
Name of appraiser Chen-Hsu Chiang, Chih-Ming Cheng
Date of appraisal 2020-12-31
Outsourced
appraisal
fair
NT$1,115,068 thousand

value

Pursuant to Article 34 of the Regulations on Real Estate Appraisal, the procedures of income appraisal are estimating effective gross income, estimating total expenses,

  • 169 -

calculating net operating income, determining the capitalization rate or discount rate, and calculating the income value. The estimation of the aforementioned parameters refers to relevant data of the subject property for appraisal and comparable property with identical or similar characteristics in the most recent three years. Adjustment is made through comprehensive determination of the continuity, stability and growth status in order to confirm the availability and reasonableness of the data. The change status of the income (cash inflow) and expense (cash outflow) of each period is determined based on the past income and expense (cash flow) of the subject property, comparable property income and expense (cash flow) in the same industry or substituting comparable property, idle or loss ratio and present or possible planned income and expense in the future. The objective net income after the deduction of total expense from the total revenue is based on the objective net income of the subject property under the most effective use, and the incomes of similar properties in the neighborhood under the most effective use conditions are used as a reference for the estimation.

The determination of the discount rate adopts the risk premium method, and it considers the factors of the time deposit interest rate of the bank, government bond interest rate, risk of property investment, currency change status and change trend of property price, etc., in order to determine the likely rate of return on the most common investment, thereby adjusting the differences of individual characteristics between the investment and the subject property. The present discount rate is determined based on the increased loan interest rate of 1.6% of the Company along with the consideration of the factors of the difficulty in terms of the liquidity, risk, appreciation, and management of the subject property income status, plus the risk premium of 1.3% on December 31, 2020, such that the discount rate of the subject property is determined to be 2.9%. Regarding the estimation of the capitalization rate, the net income of comparable property is divided by the price, followed by the weighted average method to obtain the capitalization rate as 3.814%.

The aforementioned fair value valuation technique and material unobservable inputs are explained in the following table:

  • 170 -
Fair value valuation technique Significant
unobservable inputs
Relationship between
material unobservable
inputs and fair value
measurement
The discounted cash flow analysis
(DCF) under income approach is used
as the evaluation method, and the
contract rent price provided by the
Group during the lease period is used
for evaluation. After the expiration of
the lease period, the market rent price
is used for evaluation.
Discounted cash flow analysis under
income approach: This refers to the net
income and value at the end of the
period during the future discounted
cash flow of the subject property
analysis period, and after discount at
appropriate discount rate the sum of
the estimated subject property values
are added. Such method is applicable
to the property investment evaluation
for thepurpose of investment.

Discount rate
after risk
adjustment is
2.90%.
The estimated fair value
will be increased (or
decreased) if:
Discount rate after
risk adjustment
decreases
(increases).

Investment property refers to facilities leased out to others, and the lease contract includes the original non-cancellable lease period, and the subsequent lease period is negotiated with the lessee, and rent is either collected or not yet collected. Please refer to Note 6(12) for relevant information. In addition, the Group changed the recognition of the land and houses of Miaoli Plant III from property, plant and equipment to investment property according to the actual condition of use in November 2020. Please refer to Note 6(6) for details.

For details on the status of the investment property of the Group provided as pledged assets as of December 31, 2020 and 2019, please refer to Note 8. (VIII) Other financial assets

Pledged deposits
Accrued rent receivable
Refundable deposits - non-current
Others
2020-12-31
$ 101,126
4,009
6,518
452
2019-12-31
132,040
44,300
5,869
76
$
112,105
182,285
  • 171 -

(IX) Short-term borrowings

Statement of short-term borrowings of the Group is as follows:

Unsecured bank loans
Secured bank loans
Total
Unused amount
Interest rate interval
2020-12-31
$ 474,209
95,568
2019-12-31
674,453
100,000
$
569,777
774,453

$
143,952

100,565

1.3191%~2.34%

1.75%~3.2232%
  1. Please refer to Note 8 for details on the status of the collaterals provided for short-term bank borrowings with a portion of assets under pledge setting of the Group.

  2. Please refer to Note 6(21) for details on risk information related to the Group’s interest rate, foreign currency and liquidity risk.

  3. (X) Long-term Borrowings

Statement, criteria and terms of long-term borrowings of the Group are as follows:

Secured bank loans
Secured non-financial
institution loans
Less: Portion with maturity
due in one year
Total
Unused amount
2020-12-31 Amount
$ 1,398,150
3,376
Currency
Interest rate
interval
Year of
maturity
NTD
0.72%~4.75%
2023~2028
NTD
3.1927%~3.6823%
2021

1,401,526
(232,993)

$
1,168,533

$
-
2019-12-31
Currency
Interest rate
interval
Year of
maturity
Unsecured bank loans
NTD
1.96%
2020
Secured bank loans
NTD
0.97%~1.81%
2020~2028
Secured non-financial
loans
NTD
3.1927%~3.6823%
2021
Less: Portion with maturity
due in one year
Total

Unused amount
2019-12-31 Amount
$ 71,400
1,045,191
45,117
Currency
Interest rate
interval
Year of
maturity
1,161,708
(321,060)

$
840,648

$
-
  • 172 -

  • Please refer to Note 8 for details on the status of the collaterals provided for bank loans with a portion of assets under pledge setting of the Group.

  • Please refer to Note 6(21) for details on risk information related to the Group’s interest rate, foreign currency and liquidity risk.

(XI) Bonds Payable

1. 2014 first issuance of domestic secured convertible corporate bonds

The Company issued 4,800 five-year secured convertible corporate bonds at a face interest rate of 0% and face value of NT$100 thousand on August 25, 2014, and the effective interest rate was 1.07%.

The conversion price at the time of issuance was set to NT$33.8 per share. In case where the issuance of common shares of the Company satisfies the criteria for the adjustment of the conversion price specified in the terms of issuance, the conversion price is adjusted according to the formula specified in the terms of issuance. No terms are re-established for these bonds.

The guarantor for the aforementioned secured corporate bond balance is Chang Hwa Commercial Bank. The Company entrusted the secured issuance of corporate bond agreement to Chang Hwa Commercial Bank. For the duration of the agreement, collateral is calculated according to 50% of the secured amount (including compensation interest), and pledge setting can be canceled proportionally according to the bond balance.

In addition, for the execution of capital reduction to compensate loss of the Company, the conversion price was adjusted to NT$53.38 according to the resolution approved by the board of directors on November 9, 2016.

In August, 2019, the Company had redeemed the secured convertible corporate bonds that had matured, and the repayment amount totaled to NT$480,000 thousand, and the interest compensation amount of NT$12,144 thousand was paid. The pledge setting of relevant collaterals had been canceled during the repayment.

2. 2020 third issuance of domestic secured convertible corporate bonds

According to the resolution of the board of directors’ meeting dated December 21, 2020,

  • 173 -

the Group proposed to execute the third issuance of domestic secured convertible corporate bonds, and it is expected to issue 5,000 convertible corporate bonds with a face interest rate of 0% and face value of NT$100 thousand, and an issuance period of three years. The total issuance face value is NT$500,000 thousand. The aforementioned issuance of secured convertible corporate bonds has been reported to the Securities and Futures Bureau, FSC, on March 8, 2021, for effective registration.

(XII) Operating Leases

For the lease on the investment property and a portion of the facilities of the Group, since nearly all of the risks and remunerations associated with the ownership of the underlying asset are not transferred, the lease contracts are classified as operating lease. Please refer to Note 6(7) Investment Property for details.

The due lease payment is analyzed based on the undiscounted lease payment total amount that will be collected after the report date, as described in the following table:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Undiscounted lease payment total amount
2020-12-31
$ 72,762
72,762
72,762
72,762
72,762
420,387
2019-12-31

105,051

105,051

105,051

105,051

99,383

702,857
$
784,197

1,222,444

2020 rental income from investment property was NT$18,381 thousand.

(XIII) Employee Benefits

1. Defined contribution plans

The Group has made monthly appropriations according to the appropriation rate of 6.00% and 19.00% of employees’ monthly salary to the labor pension personal account at the Bureau of the Labor Insurance and the Social Insurance Bureau in accordance with the provisions of the Labor Pension Act and the Social Insurance Law of the People’s Republic of China. Under this defined contribution plan, the Group contributes a fixed amount to the Bureau of the Labor Insurance and the Social Insurance Bureau without additional legal or constructive obligations.

The pension expense confirmed and appropriated by the Group according to the pension

  • 174 -

regulations and the retirement premium recognized under each subsidiary of the consolidated financial statements are as follows:

Operating costs
Selling and marketing expenses
Administrative expenses
Research and development expenses
2020
$ 8,461
710
2,308
1,151
2019
8,790
772
2,271
1,791
13,624
$
12,630

2. Short-term leave with pay liabilities

ort-term leave with pay liabilities
Short-term leave with pay liabilities 2020-12-31 2019-12-31

7,218
$
7,911
  • (XIV) Income Tax

  • Statement of the income tax expense of the Group recognized for 2020 and 2019 is as follows:

Current tax expenses
Land value increment tax
Deferred tax expenses
Origination and reversal of temporary differences
Change of unrecognized deductible temporary
differences
Income tax expense
Statement of the income tax benefits of the
comprehensive income is as follows:
2020
2019
$ -
1,478
2,604
242
-
(1,167)
$
2,604
553
Group recognized under other
2019
1,478

242
(1,167)


553
Items not reclassified subsequently to profit or loss:
Revalued amount of property
Items that may subsequently be reclassified to profit
or loss:
Difference in exchange from the conversion of
financial statements of overseas operating
entities
2020
$
48,808
2019
-
(6,616)

$
-
  1. The reconciliation of the Group’s income tax expense and loss before tax is as follows:

  2. 175 -

Loss before tax
Income tax calculated according to the domestic tax
rate of the country of the Company
Effect of foreign jurisdiction tax rate differences
Change of unrecognized deductible temporary
differences
Land value increment tax
Others
2020
$ (290,519)
2019

(59,816)

(58,104)
(3,383)
64,091
-
-



(11,963)

1,297

(902)
1,478
10,643
$
2,604

553

3. Deferred tax assets and liabilities

(1) Unrecognized deferred tax assets

The items not recognized as deferred tax assets by the Group are as follows:

Deductible temporary differences
Tax loss
2020-12-31
$ 50,593
1,242,499
$
1,293,092
2019-12-31

12,187

1,487,606
1,499,793

Regarding tax losses, according to the provisions of the Income Tax Act specifying that losses of the past ten years approved by the taxation authority may be deducted from the net profit of the current year, followed by the payment of the income tax. The reason for not recognizing such items as deferred income tax assets is because the Company is not very likely to have sufficient taxable income in the future for deductible temporary difference use.

As of December 31, 2020, the deduction time-limit for tax losses of the Company not

recognized as deferred income tax assets is as follows:

Year of loss
Approved value for 2013
Approved value for 2014
Approved value for 2015
Approved value for 2016
Approved value for 2017
Declared value for 2018
Declared value for 2019
Expected value for 2020
Loss notyet deducted
$ 209,457
910,923
1,073,944
457,378
1,862,692
1,083,544
355,068
259,491
$
6,212,497
Finalyear for deduction
2023
2024
2025
2026
2027
2028
2029
2030
  • 176 -

(2) Recognized deferred tax assets and liabilities

Changes in the deferred tax assets and liabilities for 2020 and 2019 are as follows:

Deferred tax assets:

January 1, 2020
Recognized in income
statement
December 31, 2020
January 1, 2019
Recognized in income
statement
December 31, 2019
Deferred income tax liabilities:
January 1, 2020
Recognized in other
comprehensive income
December 31, 2020
January 1, 2019
Recognized in income statement
Recognized in other
comprehensive income
December 31, 2019
Unrealized
sales allowance
Unrealized
valuation loss
Total

2,604

(2,604)
$ 1,565
(1,565)

1,039

(1,039)

$
-


-


-
$ 2,694
(1,129)

152

887

2,846

(242)

$
1,565


1,039


2,604

Foreign
operation
exchange
difference


Investment
property


Total
-

48,808
$ -
-
-
48,808
$
-
48,808
48,808
$ 7,783
(1,167)
(6,616)


-

-

-


7,783
(1,167)
(6,616)

$
-

-

-

Deferred income tax liabilities:

  1. The Company’s profit-seeking enterprise income tax returns through 2017 have been assessed and approved by the taxation authority.

(XV) Capital and Other Equity

1. Common stock

As of December 31, 2020 and 2019, the total value of authorized ordinary shares amounted to NT$5,000,000 thousand, at a par value of NT$10 per share, for 500,000 thousand shares. The number of shares issued is 206,394 thousand shares. All proceeds from shares issued have been collected.

  • 177 -

2. Capital surplus

The capital surplus balance content of the Company is as follows:

The capital surplus balance content of the Company is as follows:
Share-based payments
Convertible corporate bonds
2020-12-31
$ 16,711
-
2019-12-31

17,488
23,040
$
16,711

40,528

In accordance with the Company Act, after having first offset losses using capital surplus, the realized capital surplus can be used to issue new shares or cash dividends according to the original percentage of shares of shareholders. The aforementioned realized capital surplus includes share premiums from the outstanding shares issued at a price above the par value and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the amount of capital surplus to increase share capital shall not exceed 10% of the paid-in capital amount.

The Company has passed the 2019 proposal for covering losses through the resolution of the ordinary shareholders’ meeting on June 18, 2020, to cover losses with the capital surplus - lapsed stock option of NT$24,570 thousand, and has also passed the 2018 proposal for covering losses through the resolution of the ordinary shareholders’ meeting on June 24, 2019, to cover losses with the capital surplus - capital stock premium of NT$207,111 thousand and the capital surplus - lapsed stock option of NT$21,600 thousand. For relevant information, please inquire through the Market Observation Post System (MOPS) channel.

3. Retained earnings

According to the provisions of the Articles of Incorporation, when there are surplus earnings at the final account of a fiscal year, it is necessary to appropriate an amount for the payment of taxes, followed by covering losses of previous years, and then 10% shall be appropriated as legal reserve; provided that if the legal reserve has reached the paid-in capital of the Company, the appropriation may be exempted. In addition, special reserve shall be appropriated or reversed in accordance with the laws or regulations of the competent authority. When there are still surplus earnings, the balance plus the accumulated unappropriated earnings from the previous fiscal year may be for shareholders’ bonuses, and the board of directors shall establish a distribution proposal.

  • 178 -

When the distribution is to be made in the form of issuance of new shares, the proposal shall be submitted to the shareholders’ meeting for resolution before distribution.

When all or a portion of the dividends and bonuses or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors’ meeting attended by more than two thirds of the directors and the consent of a majority of the attending directors. In addition, a report to the shareholders’ meeting shall also be made.

The Company is currently in a developing stage, and to cope with the future business development and expansion, the distribution of earnings shall consider the future capital expense budget and the fund demands of the Company. However, the distribution of shareholders’ dividends shall not be less than 20% of the lower value of the earnings after tax or the distributable earnings of the current period. Among the dividends distributed in the current year, cash dividends shall not be less than 50%.

(1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution to be adopted by the shareholders’ meeting as required, distribute its legal reserve by issuing new shares or cash; however, it shall be limited to the portion of legal reserve exceeding 25% of the issued share capital.

(2) Distribution of earnings

The Company has passed the 2019 and 2018 proposals for covering losses through the resolutions of the shareholders’ ordinary meetings on June 18, 2020, and June 24, 2019, respectively. Relevant information can be inquired via channels such as the MOPS.

  • 179 -

4. Other equity (net after tax)

Balance on January 1, 2020
Exchange differences arising form the translation of
net assets of foreign operations
Share of translation difference of associates
accounted for using the equity method
Revalued amount of property
Balance on December 31, 2020
Balance on January 1, 2019
Exchange differences arising form the translation of
net assets of foreign operations
Share of translation difference of associates
accounted for using the equity method
Reclassification of profit or loss from disposition of
foreign operations to profit or loss
Balance on December 31, 2019
Difference in
exchange from
the conversion
of financial
statements of
overseas
operating
entities
Revalued
amount of
property
Total
164,257
(1,401)
896

312,687
$ 164,257

(1,401)
896
-

-

-

-
312,687
$
163,752


312,687



476,439

$ 230,341

(1,204)
(183)
(64,697)



-

-

-

-


230,341
(1,204)
(183)
(64,697)

$
164,257


-

164,257

(XVI) Share-based Payments

  1. As of December 31, 2020 and 2019, the Company has made the following share-based payments:
Type Equity settlement
Cash capital increase
reserved for
employee
subscription
Employee stock
optionprogram
2018-08-10
2013-08-13
1,800
3,000
5 years
6 years
Immediate vesting Service for next four
years
-
-
-
-
Employee stock
options
Grant date
Grant quantity
(thousand/unit)
Contract period
Vesting conditions
Actual turnover rate of
current period
Estimated turnover rate for
the future
2020-09-17
3,000
4 years
Immediate vesting
-
40%, 61%

The Company has passed the issuance of employee stock options through the resolution

  • 180 -

of the board of directors’ meeting on August 21, 2020. The present issuance of total number of new common shares is 3,000 thousand shares, and the subscription price is to be specified based on the closing price of common shares of the Company on that day. Such shares are to be issued within one year from the date when the notice of effective registration of the competent authority is served, and such shares may be issued all at once or at discreet times depending upon the actual needs. The aforementioned issuance of employee stock options has been registered effectively with the Securities and Futures Bureau, FSC on September 16, 2020, and according to the resolution of the board of directors’ meeting on September 17, 2020, such shares are to be issued fully and the grant date fair value is NT$10.4.

Except that subscribers shall comply with the transfer suspension period of two years after the grant of employee stock options according to the law, the accumulated exercisable subscription rights ratio is as follows:

Employee stock optionsgrantperiod
Matured for two years
Matured for three years
Matured for four years
2020
2013
60%
20%
100%
60%
None
100%

2. Measurement parameter of fair value at grant date

The Company adopts the Black-Scholes option valuation model to estimate the fair value of the share-based payments at grant date, and the inputs for the model are as follows:

Dividend rate (Note)
Expected volatility (%)
Expected life of stock
options (years)
Risk-free interest rate (%)
2020
2018
2013
-%
-%
1.59%
45.77%
26.32%
33.25%
4 years
Immediate vesting
6 years

0.2916%
0.8144%
0.875%

Note: According to the 2020 Employee Stock Options Issuance Regulations of the Company, the subscription price will be adjusted (anti-dilution price adjustment) along with the issuance of dividends; therefore, it is not included in the calculation.

  • 181 -

3. Detailed information on the aforementioned employee share options is as follows:

Outstanding capital stock
on January 1
Grant quantity of current
period
Loss quantity of current
period
Outstanding capital stock
on December 31
2020
Weighted-av
erage
exercise
price(NT$)
Subscriptio
n quantity
(thousand
shares)
$ -
-
10.40
3,000
-
-
2020
Weighted-av
erage
exercise
price(NT$)
Subscriptio
n quantity
(thousand
shares)
$ -
-
10.40
3,000
-
-
2019
Weighted-aver
age exercise
price (NT$)
(Note)
Subscriptio
n quantity
(thousand
shares)
59.20
732

-
(732)
-
-
59.20
-
Weighted-av
erage
exercise
price(NT$)
$ -
10.40
-
Weighted-aver
age exercise
price (NT$)
(Note)
59.20

-
-
$
10.40
3,000 59.20

Note: Due to the capital reduction for covering losses executed by the Company, the conversion

price was adjusted to NT$59.20 according to the resolution approved by the board of directors on November 9, 2016.

The outstanding subscription right information of the Company on December 31, 2020, is as follows:

Exercise price interval
Weighted-average remaining contractual life (years)
2020-12-31
$ 10.40
4

4. Employee expenses and liabilities

The expenses and liabilities arising from the share-based payments of the Company for 2020 and 2019 are as follows:

Expenses arising from employee stock options
(XVII) Earnings Per Share
Basic loss per share
Loss attributable to common shareholders of the
Company
Number of outstanding common shares
2020 2019
-
2019

(60,369)
$
753
2020
$
(293,123)
206,394
$
(1.42)



206,394

(0.29)

For 2020 and 2019, the covering of losses took place and there was no diluted effect. Accordingly, it is not necessary to disclose the diluted earnings per share.

  • 182 -

(XVIII) Remuneration of Employees, Directors, Supervisors

According to the Articles of Incorporation of the Company, when there is a profit in a fiscal year, 8% of the profit shall be allocated as the remuneration of employees and no more than 0.1% of the profit as the remuneration of directors and supervisors. However, when the Company still has accumulated losses, an amount shall be reserved for making up the accumulated losses first. The remuneration of employees may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of a holding or subordinate company satisfying certain criteria, and the board of directors is authorized to specify such criteria. The preceding two paragraphs shall be executed in accordance with the resolution of the board of directors’ meeting, and shall be reported to the shareholders’ meeting.

For 2020 and 2019, the covering of losses took place for the Company. Accordingly, the Company is not required to estimate the remunerations of employees, directors and supervisors. Relevant information is available for inquiry on the MOPS.

(XIX) Revenue from Customer Contracts

1. Revenue details

venue details
Primary regional markets:
Taiwan
China
U.S.A.
Belize
Others
Main products:
Photoelectric glass
Green building glass
Others
2020 Total

816,037

1,405,223

15,466
125,143

86,667
Optoelectro
nics
$ 222,689
244,904
15,163
125,143
58,870
Green
building
industry

509,849

7,604

156

-

-
Others
83,499
1,152,715
147
-
27,797
$
666,769

517,609
1,264,158
2,448,536

$ 666,769
-
-



-
517,609
-

-
-
1,264,158


666,769
517,609

1,264,158
$
666,769

517,609
1,264,158
2,448,536
  • 183 -
Primary regional markets:
Taiwan
China
U.S.A.
Belize
Others
Main products:
Photoelectric glass
Green building glass
Others
ntract balance
Accounts receivable (including
related parties)
Less: Allowance for loss
Total
Contract liabilities
2019 2019 2019
Optoelectro
nics
$ 140,320
355,735
27,931
451,299
99,258
Green
building
industry

497,814

171

2,072

-

6,266
Others
20,321
1,232,982
-
-
31,905
$ 1,074,543
506,323
1,285,208

$ 1,074,543
-
-



-
506,323
-

-
-
1,285,208
$ 1,074,543
506,323
1,285,208


2020-12-31
$ 885,207
(235,703)

$
649,504




814,523
1,286,106

$
7,592




5,957
6,653

2. Contract balance

Please refer to Note 6(2) for the details of the disclosure of accounts receivable and impairment thereof.

The contract liabilities of January 1, 2020 and 2019, recognized as income for 2020 and

2019 amounted to NT$4,449 thousand and NT$ 4,763 thousand, respectively.

(XX) Non-operating Income and Expenses

1. Interest income

Statement of interest income of the Group is as follows:

Interest income 2020
$
3,030
2019

2,638
  • 184 -

2. Other gains and losses

Statement of other gains and losses of the Group is as follows:

Foreign exchange loss
Gain on disposal of investment
Gain (loss) on disposal and retirement of property,
plant and equipment
Gain on reversal of impairment
Other income
Income from lease
Income from government subsidy
Other income
Other expenses
2020
$ (5,024)
-
(7,056)
71,389
101,333
24,042
18,322
(28,435)
2019

(871)
60,952

65,766

-

90,496

-

8,052

(33,225)

$
174,571


191,170

3. Financial costs

Statement of financial costs of the Group is as follows:

Statement of financial costs of the Group is as follows:
Interest expense
Loans
Corporate bonds payable
Others
2020
$ 32,334
-
1,748
2019

36,516
4,891

560
$
34,082
41,967

(XXI) Financial instruments

1. Credit risk

(1) Credit risk exposure

The maximum credit risk exposure of financial assets is equal to their carrying amount. (2) Concentration of credit risk

The main potential credit risk of the Group comes from the financial commodities of

cash and cash equivalents and accounts receivable. The cash of the Group is deposited at different financial institutions. The Group controls the credit risk of each financial institution exposed, and believes that there is no likelihood of obvious concentration of material credit risk in the cash and cash equivalents of the Group.

Customers of the Group are concentrated in the optoelectronics industry, and to

  • 185 -

reduce accounts receivable credit risk, the Group continues to evaluate the financial status of customers, and periodically evaluates the feasibility of recovery of accounts receivable and appropriates allowance for doubtful accounts. As of December 21, 2020 and 2019, the accounts receivable of these customers of the Group were 38% and 52% respectively, indicating that the Group is subject to obvious concentration of credit risk.

(3) Credit risk of receivables and debt securities

Please refer to Note 6(2) for details on the credit risk exposure information related to notes receivable and accounts receivable. Other financial assets measured at amortized cost include other accounts receivable and time deposit certificates.

The aforementioned financial assets refer to financial assets with low credit risk; therefore, the allowance for losses for such periods is measured according to the 12-month expected credit loss amount (please refer to Note 4(6) for details on how the Group makes the judgment on low credit risk).

The changes of the allowance for losses for 2020 and 2019 are as follows:

Balance on January 1, 2020
Impairment loss reversed
Balance on December 31, 2020
Balance on January 1, 2019
Impairment loss recognized
Effect of losing controlling power over subsidiaries
Balance on December 31, 2019
Other
receivables
$ 1,064
(398)

$
666
$ 1,403
221
(560)

$
1,064
  • 186 -

2. Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated

interest payments but excluding the impact of netting agreements.

December 31, 2020
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Secured non-financial
institution loans
Notes and accounts
payable (including related
parties)
Other payables
Construction and
equipment payable
Lease liabilities
January 31, 2019
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Secured non-financial
institution loans
Notes and accounts
payable (including related
parties)
Other payables
Construction and
equipment payable
Lease liabilities (including
non-current)
Carrying
amount
Contractual
cash flows
Within 1
year
1-3years 3-5years More than 5
years

444,145
-
-
-
-
-
-
$ 1,493,718
474,209
3,376
286,994
106,724
3,424
50,877

1,592,851

479,368

3,395

286,994

106,724

3,424

51,381

361,872

479,368

3,395

286,994

106,724

3,424

51,381

385,769

-

-

-

-

-

-

401,065
-
-
-
-
-
-

$
2,419,322



2,524,137



1,293,158


385,769

401,065

444,145
$ 1,145,191
745,853
45,117
241,034
99,473
682
50,256

1,190,751

727,535

45,471

241,034

99,473

682

50,225

322,620

727,535

41,851

241,034

99,473

682

50,225

353,542

-

3,620

-

-

-

-

480,131
-

-
-
-
-
-

34,458
-
-
-
-
-
-

$
2,327,606



2,355,171



1,483,420


357,162

480,131

34,458

The Group does not expect that the timing of the occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, or that the actual cash flow amount will be significantly different.

  • 187 -

3. Exchange rate risk

(1) Exchange rate risk

The Group’s financial assets and liabilities exposed to significant exchange rate risk are as follows:

Financial assets
Monetary items
USD: NTD
Non-monetary items
USD : NTD
Financial liabilities
Monetary items
USD : NTD
2020-12-31 2020-12-31 2019-12-31
TWD

626,582

46,437

399,064
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
$ 22,497
1,667
9,870

28.48

28.48

28.48

640,715

47,473

281,098

20,900

1,549

13,311

29.98

29.98

29.98

(2) Sensitivity analysis

The Group’s exposure to foreign currency risk mainly comes from cash and cash equivalents, accounts and other receivables, loans and borrowings, and accounts and other payables, etc. that are denominated in foreign currencies, and foreign exchange 078gain or loss occurs during the translation. As of December 21, 2020 and 2019, in case of depreciation or appreciation of the NTD against the USD by 1% and other factors remaining unchanged, the net income after tax in 2020 and 2019 would have been increased or decreased by NT$2,877 thousand and NT$1,821 thousand, respectively. The analysis for the two periods adopted the same basis. (3) Exchange gain or loss of monetary items

The information on the amount of exchange gain or loss (including realized and unrealized) of monetary items of the Group translated to the functional currency of NTD (i.e. the presentation currency of the Company) is as follows:

TWD 2020
Exchange
gain(loss)
Average
exchange
rate
$ (5,024)
29.53
2019
Exchange
gain(loss)
Average
exchange
rate
(871)
30.87
Exchange
gain(loss)
$ (5,024)
Exchange
gain(loss)
(871)
  • 188 -

4. Interest rate analysis

Please refer to the note on liquidity risk management for the interest rate exposure of the Group’s financial assets and liabilities.

The sensitivity analyses below were determined based on the exposure to interest rates for non-derivative instruments on the reporting date. Regarding assets with variable interest rates, the analysis is on the basis of the assumption that the amount of assets outstanding at the report date was outstanding throughout the year. The rate of change is expressed as the increment or decrement by 1% when reporting internally to the management personnel of the Group, which also represents the management’s assessment of the reasonable interest rate change.

If the interest rate had increased or decreased by 1%, under conditions where other variables remained unchanged, then the Group’s net income after tax would have increased or decreased by NT$19,713 thousand and NT$19,362 thousand in 2020 and 2019 respectively, which was mainly due to the loans at variable interest rate of the Group.

5. Fair value information

(1) Categories and fair value of financial instruments

The financial assets and liabilities measured at fair price through profit or loss, derivative financial assets and liabilities for hedging and financial assets measured at fair value through other comprehensive income of the Group are measured at fair price based on the repetitiveness. The information on the carrying amount and fair value of various financial assets and financial liabilities (including fair value and level information; however, for the carrying amount of financial instruments not measured at fair value as the reasonable close value of fair value, and lease liabilities, their fair values are not required to be disclosed according to the regulations) is as follows:

  • 189 -

2020-12-31

Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other financial assets (including
non-current)
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment payable
Lease liabilities
Long-term borrowings (including the
portion with maturity in one year)
Total
Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other financial assets - current
Other financial assets - non-current
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment payable
Lease liabilities (including
non-current)
Long-term borrowings (including the
portion with maturity in one year)
Total
Carrying
amount
$ 499,504
649,504
112,105
Fair value Fair value Total
-
-
-
Level 1

-

-

-
Level 2
-
-
-
Level 3
-
-
-

$
1,261,113


-
- - -
$ 569,777
286,994
106,724
3,424
50,877
1,401,526

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
2,419,322


-
- - -
2019-12-31
Carrying
amount
$ 320,203
814,523
176,416
5,869
Fair value Total
-
-
-
-
Level 1

-

-

-

-
Level 2
-
-
-
-
Level 3
-
-
-
-

$
1,317,011


-
- - -
$ 774,453
241,034
99,473
682
50,256
1,161,708

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
2,327,606


-
- - -
  • 190 -

(2) Fair value valuation technique for financial instruments not measured at fair value

The methods and assumptions the Group adopted to estimate the instruments not

measured at fair value are as follows:

(2.1) Financial assets and liabilities at amortized cost

If there is transaction or quote information from a market maker, then the latest transaction price and quote information are used as the basis for the evaluation of the fair value. If no market price is available for reference, then a valuation method is used for estimation. The estimation and assumption adopted for the valuation method refers to the discounted value of the cash flow estimated fair value.

  • (3) Fair value valuation technique for financial instruments measured at fair value

(3.1) Non-derivative financial instruments

When a financial instrument has an active market open quote, then the open quote of the active market is used for the fair value. For the market price of the main exchange and announced by the exchange center of the central government determined to be on-the-run securities, the publicly listed equity instruments and debt instruments with an active market open quote are determined to have a basis for fair value.

If an open quote of a financial instrument can be timely and frequently obtained from an exchange, broker, underwriter, industry association, pricing service institution or competent authority, and the price represents an actual and frequently occurring fair market transaction, then the financial instrument has an active market open quote. If the aforementioned criteria are not met, then the market is deemed to be inactive. In general, when the bid-ask spread is great, and the bid-ask spread obviously increases or the trading volume is small, then it serves as indicators of an inactive market.

Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. For the fair value of financial instruments measured by using valuation techniques, reference can be made to the current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculations by model using market information available at the balance sheet date.

If a financial instrument held by the Group has no active market, then its fair value is determined according to the following category and attribute:

  • Equity instrument without open quote: The market comparable company method is used to estimate the fair value, and its main assumption is to use the rate of return on investees as the basis for measurement. For the estimated value, the discount effect of the lack of market liquidity of such

  • 191 -

equity security has been adjusted.

  • (3.2) Derivative financial instruments

The valuation is based on the valuation model widely used and accepted by users in the market, such as discount method and option pricing model. Forward exchange agreement is typically evaluated based on the current forward exchange rate.

  • (4) Transfer between Level 1 and Level 2

The Group was not subject to any transfer of financial assets and liabilities for 2020

and 2019.

(XXII) Financial risk management

1. Overview

The Group is exposed to the following risks arising from the use of financial instruments:

(1) Credit risk

  • (2) Liquidity risk

  • (3) Market risk

This note discloses information about the Group’s exposure to the aforementioned risks, and its goals, policies and procedures with regard to the Group’s measurement and management of these risks. For additional quantitative disclosures of these risks, please refer to the notes regarding each risk disclosed throughout the consolidated financial statements.

2. Risk management framework

The board of directors is fully responsible for the establishment and oversight of the risk management framework of the Group. For the board of directors, the chairperson’s office is responsible for the development and control of the financial risk management policies of the Group and to provide reports on the operation thereof to the board of directors periodically.

The establishment of the financial risk management policy of the Group is to identify and analyze the financial risk faced by the Group, and to set up appropriate financial risk limits and control, as well as to monitor risk and risk limit compliance. The financial risk management policy is reviewed periodically to reflect market conditions and changes in the operation of the Group. The Group, through training, management standards and operation procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The board of directors of the Group monitors the management, such as monitoring of the financial risk management policy and procedure compliance of the Group, and reviews the appropriateness of the relevant financial management framework for the risks faced by the Group. The internal auditing personnel of the Group provides

  • 192 -

assistance to the board of directors of the Group to perform their role of supervision. Such personnel undertakes both regular and ad hoc reviews of risk management controls and procedures, and the results thereof are reported to the board of directors.

3. Credit risk

Credit risk refers to the risk of financial loss of the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises primarily from the Group’s receivables from customers’ notes and accounts as well as bank deposits and forward exchange agreements.

  • (1) Accounts receivable and other receivables

The credit risk exposure of the Group is mainly affected by the individual condition of each customer. However, the management considers the basic statistical data of customers of the Group, including the industry of customers and country default risk since such factors may affect the credit risk.

The Group has established a credit policy, and according to such policy, before the Group makes standard payment and delivery terms, it is necessary to analyze the credit rating of each new customer individually.

The Group has set up an allowance for bad debt account to reflect the estimated losses arising from notes receivable and others receivable as well as investments. The allowance for debt account mainly consists of a specific loss component relating to individually significant exposure, and a combinational loss component established for losses already occurred but not yet identified in similar asset groups. The combinational loss account allowance account is determined based on the statistical data of past payments of similar financial assets.

(2) Investments

The credit risk of bank deposits and forward exchange agreements is measured and monitored by the financial department of the Group. Since the transaction

counterparties and the contract performance parties of the Group are banks with

excellent credit standing, there are no non-compliance issues; therefore, there is no significant credit risk.

(3) Guarantees

The Group’s policy is executed in accordance with the Regulations Governing Loaning

of Funds and Making of Endorsements/Guarantees by Public Companies. As of

  • 193 -

December 31, 2020 and 2019, the Group has not provided any endorsements/guarantees.

4. Liquidity risk

Liquidity risk refers to the risk that the Group is unable to deliver cash or other financial assets for repayment of financial debts, and the risk of failure to perform relevant obligations. The Group’s liquidity management method is to ensure that under general conditions and conditions of pressure, the Group is still able to have sufficient working capital capable of paying liabilities that are due for payment, such that unacceptable loss would not occur or the risk of the reputation of the Group being damaged would not occur. In recent years, to cope with the significant operating losses due to impact of the industrial economy such that the impact of the significantly increased liquidity risk can be reduced, the Group is currently actively improving cash flows; please refer to Note 6(25) for a detailed explanation. Accordingly, the Group has evaluated that there is no liquidity risk of failure to obtain sufficient capital to fulfill contract obligations in the next year. As of December 31, 2020 and 2019, the unused amount of bank financing of the Group were NT$143,952 thousand and NT$100,565 thousand, respectively.

5. Market risk

Market risk refers to the risk in the change of market prices, such as foreign exchange rates and interest rates, affecting the Group’s income or the value of holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within an acceptable range, and to optimize investment returns.

To manage market risks, the Group engages in derivative instrument transactions and also generates financial assets and liabilities accordingly. The all transactions were executed in accordance with the instructions of the board of directors. (1) Exchange rate risk

The Group is exposed to currency risk on transactions of sales, purchases and loans that are denominated in a currency other than the respective functional currencies of the Group. The functional currencies of the Group are mainly NTD and USD. The main pricing currency for such transactions is NTD and USD.

In addition, based on the principle of natural hedging, the Group performs hedging

  • 194 -

according to the capital demand of each currency and the net position with respect to the market exchange condition.

(2) Interest rate risk

The Group’s policy is to ensure that the loan interest rate change risk exposure is evaluated according to the international economic status and market interest rates.

(XXIII) Capital Management

The Group’s capital management objective is to safeguard the Group’s ability to continue as a going concern in order to continue to provide returns for shareholders and interests of other stakeholders, as well as to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, execute capital reduction to return share capital to shareholders, issue new shares or sell assets in order to repay debts.

The Group, similar to others in the same industry, uses the debt-to-capital ratio as the basis for capital control and monitoring. Such ratio is calculated by dividing the net liabilities by the total capital. The net liabilities refer to the total liabilities indicated on the balance sheet less cash and cash equivalents. Total capital refers to all components (i.e. share capital, capital surplus, retained earnings and other equity) of equity plus net liabilities.

The capital management strategy of the Group in 2020 was to ensure that the Group is able

to perform financing at a reasonable cost. Debt-to-capital ratio at report date is as follows:

Total liabilities
Less: Cash and cash equivalent
Net liabilities
Total equity
Capital after adjustment
Debt-to-capital ratio
2020-12-31
$ 2,509,998
(499,504)
2020-12-31
$ 2,509,998
(499,504)
2019-12-31
2,367,135
(320,203)

2,010,494
1,537,293

2,046,932
1,517,481
$
3,547,787
3,564,413

56.67%

57.43%
  • 195 -

(XXIV) Non-cash transaction investments and financing activities

Statement of non-cash transaction investment activities of the Group for 2020 and 2019 is

as follows:

as follows:
Purchase of property, plant and equipment in the
current period
Add: Equipment and construction payables at beginning
of the period
Less: Equipment and construction payables at end of the
period
2020
$ 9,885
682

(3,424)
2019
30,835
591
(682)


$
7,143

30,744

(XXV) Sound Financial Plan

Due to rapid changes in the industry, the Group has suffered continuous losses in recent years, and the management of the Group has consecutively adopted the following measures in order to ensure the operation of the Group and to improve the financial structure and cash flow in a positive direction. In response to these circumstances, the Group plans to adopt the following plans:

1. Operations

  • (1) Actively combining various core technical developments for integrated applications in order to satisfy high customization demands and new technologies for terminal products, and continuing to enhance and adjust market order acceptance capability, thereby strengthening and expanding the market while satisfying customer demands and enhancing the foundation to improve the market share.

  • (2) Extending the diverse operations of industrial on-board vehicle control and smart building related industries, reducing reliance on consumer electronics and continuing to develop new products and adjusting market position, in order to acquire sales of niche products.

  • (3) Establishing strategic alliances and partnerships with overseas manufacturers with advanced key technologies, and engaging in joint development of electrochromic glass products with high economic value.

  • (4) Future plans for Smart Vehicle and Smart Building Glass Products

  • (a) Development and promotion of 3D high transmittance multi-layer coating technology.

  • (b) Development and promotion of vehicle display multi-curved glass with advanced design.

  • (c) Continued promotion of power generating board adhesive products for curtain walls.

  • (d) Development and promotion of PDLC (Polymer Dispersed Liquid Crystal) adhesive product.

  • 196 -

  • (e) Development and promotion of manufacturing processes for Smart Windows (electrochromic glass) with integrated building adhesive/IGZO.

  • (f) Development of LED layer glass curtain walls.

2. Management

  • (1) Improving the organizational structure, implementing simplification policies, fully utilizing the advantages of outsourcing to rigorously control costs and expenditures.

  • (2) Improving production management efficiency, reducing material loss and implementing inventory management, reducing idle loss. All of these measures are being executed actively by the manufacturing management department, and its outcome has started to take effect, and control and monitoring will continue to be implemented.

  • (3) Improving the accuracy of sales forecasts, rigorously controlling raw material purchases, enhancing the flexibility of capital use, improving efficiency and reducing operating costs.

  • (4) Expediting the introduction of second source materials in order to effectively control and reduce material costs.

  • (5) Implementing rigorous review of the control of expenditures, reducing expenditures and unnecessary waste of resources. Proper implementation has started to demonstrate positive outcomes.

  • (6) In the future, the focus will be on the introduction of new technologies or manufacturing processes, and the necessary capital expense for improving machinery and equipment production efficiency will be increased. In addition, rigorous investment benefit analysis will also be thoroughly executed in order to maximize the capital expenditure effect.

3. Finance

  • (1) Implementing cost and expense reduction plans, saving expenditures and maintaining safe levels for capital and reducing the cumulation of working capital.

  • (2) Continue negotiating bank quotas and limits, and enhancing the business dealings with banks in order to ensure sufficient working capital.

VII. Related Party Transactions

  • (I) Names of related parties and relationships

The related parties that have had transactions with the Group during the periods covered in

the financial statements are as follows:

the financial statements are as follows:
Relatedparty name
Hon Hai Precision Industry Co., Ltd.
Chin Ming Glass Co., Ltd.
PT. Sharp Electronics Indonesia
FIH (Hong Kong) Limited
Relationship with the Group
Investment company using the indirect
equity method on the Company
The chairperson of this company is a
relative within the first degree of kinship
of the chairperson of the Company
Its ultimate parent company is an
investment company using the indirect
equity method on the Company
"
  • 197 -
Relatedparty name
Asia Pacific Telecom Co., Ltd.
Nanjing Innolux Optoelectronics Ltd.
General Interface Solution Ltd.
Shenzhen Futaihong Precision Industrial Co., Ltd.
Century Technology (Shenzhen) Co., Ltd.
Futaihua Industry (Shenzhen) Co., Ltd.
Foxconn Global Network Corporation
General Interface Solution Business (Shenzhen)
Co., Ltd.
Innolux Corporation
Chiun Mai Communication Systems Inc.
Hongfujin Precision Industry (Wuhan) Co., Ltd.
CNTouch Inc.
VC3 Networks (Chengdu) Co., Ltd.
Zhengzhou Yuteng Precision Co., Ltd.
Foshan Innolux Optoelectronics Ltd.
Ennoconn Corporation
Ningbo Innolux Optoelectronics Ltd.
Brave Advance International Co., Ltd.
Win World Opto-Glass(Dongguan)co., Ltd.
Relationship with the Group
"
"
"

"
"
"
"
"
"
"
"
"
"
"
"
"
"
Associates of the Group
"
  • (II) Significant related party transactions and balances

1. Operating revenue

The significant sales of the Group to related parties were as follows:

Other related parties:
Other related parties
2020
$
397,089
2019
480,372

The price and payment collection terms for the sales of the Group to other related parties are open account 45~120 days, and there are no major differences for general customers.

2. Purchases

Purchase costs of the Group from related parties were as follows:

Purchase costs of the Group from related parties were as follows:
Other related parties:
Futaihua Industry (Shenzhen) Co., Ltd.
Other related parties
2020 2019

570,237

121,475
$ 802,845
162,809
$
965,654

691,712
  • 198 -

The purchases from related parties by the Group refer to single suppliers, and the payment terms are open account 45~90 days, and the payment terms for general suppliers are LC120 days and open account 45~90 days.

3. Receivables from related parties

Statement of receivables from related parties of the Group is as follows:

Accounts Type of relatedparty 2020-12-31
$ 2,383
126,780
2019-12-31

95,439

59,973
Accounts receivable -
related parties
Other financial assets -
current
Other related parties:
Nanjing Innolux Optoelectronics
Ltd.
Other related parties
Other related parties

$
129,163



155,412

$
16



39

4. Payables to related parties

Statement of payables to related parties of the Group is as follows:

Accounts Type of relatedparty 2020-12-31
$ 165,587
9,523
4,337
2019-12-31

109,471

28,667

15,840
Accounts payable -
related parties
Other payables
Other related parties:
Futaihua Industry (Shenzhen)
Co., Ltd.
Chin Ming Glass Co., Ltd.
Other related parties
Other related parties

$
179,447



153,978

$
13,039



15,282

5. Property transactions

(1) Disposal of property, plant and equipment

Statement of the Group’s sale of property, plant and equipment to related parties is summarized

in the following:

owing:
Type of relatedparty
Other related parties:
Chin Ming Glass Co., Ltd.
2019
Disposal
proceeds
Disposal gain
(loss)
$
151,680
65,498
2019
Disposal gain
(loss)
65,498

The Group sold its land and buildings (including various equipment therein) in Tongluo

  • 199 -

Township, Miaoli County in June 2019 to other related parties. The total area of the land was 5,088.20306 m2, and the total price was NT$151,680 thousand (tax excluded). The aforementioned amount has been collected completely.

6. Leases

The Group leased the facility office building at Tainan Science Park from other related parties and signed a three-year lease contract with reference to the office rental market price in the neighboring area, and the contract total price was NT$164,724 thousand. The interest expenses recognized for 2020 and 2019 were NT$505 thousand and NT$560 thousand, respectively. Subsequently, the Group renewed a one-year lease contract with other related parties in December 2020, and the contract total price was NT$51,381 thousand. As of December 31, 2020 and 2019, the lease liabilities balances were NT$50,877 thousand and NT$50,256 thousand, respectively.

(III) Personnel transactions from key management

Remuneration of key management includes:

Salary
Short-term employee benefits
2020 2019

10,937

628

11,565
$ 13,062
2,120
$
15,182

VIII. Pledged Assets

Statement of the carrying value of pledged or secured assets of the Group is as follows:

Asset name Pledged or secured
subject matter
2020-12-31
$ 101,126
685,689
1,115,068
$
1,901,883
2019-12-31

132,040

1,775,381

-
Time deposits (recognized as other
financial assets - current)
Property, plant and equipment
Investment property
Customs bonds and
borrowings
Bank borrowings
Bank borrowings


1,907,421

IX. Significant Contingent Liabilities and Unrecognized Commitments: None. X. Significant Disaster Loss: None.

XI. Significant Subsequent Events: None.

  • 200 -

XII. Others

A summary of employee benefits, depreciation, depletion and amortization expenses, by function, is as follows:

ion,is as follows:
By function
By nature

2020
2019
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefit
expense
Salary expense
Labor and health
insurance expense
Pension expense
Other employee
benefit expenses
Depreciation expense
Amortization expense
207,224
19,189
8,461
10,138
231,549
447

91,062

7,235

4,169

3,019

18,290

3,648

298,286

26,424

12,630

13,157

249,839

4,095

199,249

20,404

8,790

10,790

254,587

893

93,174

6,858

4,834

3,260

21,569

667

292,423

27,262

13,624

14,050

276,156

1,560

The depreciations of other gains and losses recognized under non-operating revenue and expenses of the Group for 2020 and 2019 were NT$24,480 thousand and NT$31,869 thousand, respectively.

XIII. Separately Disclosed Items

  • (I) Significant transactions information

In accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, for the year of 2020, the significant transactions related information required to be further disclosed by the Group is as follows:

  1. Loaning funds to others: None.

  2. Endorsements/guarantees made for others: None.

  3. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint venture equities): None.

  4. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or20% of the Company’s paid-in capital: None.

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

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

  7. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more:

  8. 201 -

Unit: NTD thousand

Company of
**purchase (sale) **
Related party name Relationship Transaction details Transaction details Transaction details Transaction details Difference of transaction
conditions with general
transactions and reasons
Difference of transaction
conditions with general
transactions and reasons
Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)
Remar
ks
Purchase
(sale)
Amount Percentage
of total
purchase
(sale)
Payment
term
Unit price Payment term Balance Percentage of
total notes
and accounts
receivable
(payable)
G-TECH
Optoelectronics
Corporation
Futaihua Industry
(Shenzhen) Co., Ltd.
Other related parties Purchase 764,689 46.72% DA 45 DAYS - (148,026) (63.74)%
Chin Ming Glass Co.,
Ltd.
Purchase 140,286 8.57% Open account
60 days T/T
- (9,523) (4.10)%
  1. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  2. Trading in derivative instruments: None.

  3. Business relationships and significant transactions between parent and subsidiaries: None.

(II) Information on investees:

The information on investees of the Group in 2020 (excluding investees in China) is as follows:

Unit: NTD thousand/USD thousand

Name of investor Name of investee Location Main
busines
s items
Original investment amount Original investment amount End of term holding End of term holding End of term holding Mid-term
highest
shareholding
or investment
status
Current profit
or loss of
investee
Current
investment
profit/loss
recognized
Rem
arks

End of current
period

End of last year
Number of
shares
Ratio Carrying
amount
G-TECH
Optoelectronics
Corporation
Fast Achievement
Global Ltd.
Cayman
Islands
Holding
15,379
(USD540)


15,379
(USD540)


540,000
100.00% 47,493 100.00% 2,588
(USD88)
2,588
(US88)
G-TECH
Optoelectronics
Corporation
Golden Start Global
Corp.
Samoa Holding
2,033,226
(USD71,391)


2,033,226
(USD71,391)


71,391,373
100.00% 104,041 100.00% (67,414)
(USD(2,283))
(67,414)
(USD(2,283))
Fast Achievement
Global Ltd.
Brave Advance
International Corp.
Samoa Holding
14,240
(USD500)


14,240
(USD500)


500,000
25.00% 47,473
(USD1,667)
25.00% 10,348
(USD350)
2,588
(USD88)
Golden Start
Global Corp.
Charmtex Global Corp. Samoa Holding
2,032,657
(USD71,371)


2,032,657
(USD71,371)


71,371,373
100.00% 104,032
(USD3,653)
100.00% (67,414)
(US(2,283))
(67,414)
(USD(2,283))

Note: Except for Brave Advance International Corp., the aforementioned transactions have been written off during the preparation of the consolidated financial statements.

  • (III) Information on Investments in China:

1. Information of name of investees in China, and main business items:

Unit: NTD thousand

Name of
investee in
China:
Main business
items

Paid-in
capital
Invest
ment
metho
d
Accumulated
outward
remittance
for
investment
from Taiwan
at beginning
of the
current
period

Outward remittance
or repatriation of
investment amount
at beginning of the
currentperiod

Outward remittance
or repatriation of
investment amount
at beginning of the
currentperiod


Accumulated
outward
remittance for
investment
from Taiwan
at end of the
currentperiod
Current profit
or loss of
investee

% of
ownership of
direct or
indirect
investment
by the
Company
Mid-term
highest
shareholdi
ng or
investment
status

Current
investment
profit/loss
recognized
Investment
carrying value
at end of the
period

Accumulate
d
repatriatio
n of
investment
income as
of end of
current
period

Outward
remittance

Repatria
tion
Win World
Opto-Glass(Dong
guan)co., Ltd




Manufacturing
and sale of
TFT-LCD panel
display screen
materials

676,115
(USD23,740)
Note
1
676,115
(USD23,740)
- - 676,115
(USD23,740)
6,442
(US218)
25.00% 25.00% 1,611
(USD55)
15,069
(USD529)
-
G-TECH
Optoelectronics
(Chengdu) co.,
Ltd




Manufacturing
and sale of
TFT-LCD panel
display screen
materials

1,993,600
(USD70,000)
Note
2
1,993,600
(USD70,000)
- - 1,993,600
(USD70,000)
(67,660)
(USD(2,291))
100.00% 100.00% (67,660)
(USD(2,291))
99,699
(USD3,510)
-
  • 202 -

  • Note 1: The Company invested in Win World Opto-Glass (Dongguan) Co., Ltd. in China indirectly via the investee Brave Advance International Corp. of the investment enterprise Fast Achievement Global Ltd. in a third region. In January 2019, due to the cash capital increase executed by Brave Advance International Corp. and the Group not subscribing according to the shareholding ratio, the Group lost its controlling power over the investee.

  • Note 2: The Company invested in G-TECH Optoelectronics (Chengdu) Co., Ltd. in China indirectly via the investee Charmtex Global Corp. of the investment enterprise Golden Start Global Corp. in a third region.

  • Note 3: Except for Win World Opto-Glass (Dongguan) Co., Ltd., the aforementioned transactions have been written off during the preparation of the consolidated financial statements.

2. Upper limit on the amount of investment in China region:

Accumulated outward
remittance for investment in
China region at end of the
period
2,669,715
(USD93,740)
(Including machine
construction fee of 244,444)
(USD8,583)
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on the
Amount of Investment
Stipulated by
Investment
Commission, MOEA
2,669,715
(USD93,740)
-
(Including machine
construction fee of
264,180)
(USD9,276)
-

Note: The Company has received the certificate for compliance with operational headquarter business scope issued by the Industrial Development Bureau, MOEA, on August 26, 2019. Accordingly the Company is not restricted by the investment limit requirement.

3. Significant transactions with investees in China: None.

(IV) Information on Major Shareholders:

Shares
Name of major shareholder
Shareholding Shareholding
**percentage **
Hong Yuan International Investment Co., Ltd. 15,728,165 7.62%
Bao Xin International Investment Co., Ltd. 10,922,337 5.29%

XIV. Information on Segments

(I) General information

Since April 2016, the Group has made organization segment adjustments, and the reportable segments and operations thereof after the adjustment respectively refer to the Optoelectronics Business Unit (referred to as “Optoelectronics BU”) and the Green Building Business Unit (referred to as “Green Building BU”). The Optoelectronics BU is mainly responsible for the R&D, design, manufacturing and sales of general consumer electronics, vehicle glass and protective touch control glass for industrial control computers. The Green

  • 203 -

Building BU is mainly responsible for the R&D and sales of green building material glass, and provides various sorts of building glass surface treatment and reinforcement, abnormality processing services.

(II) Information on profit/loss, assets, liabilities and measurement basis and adjustment of reportable segments

The Group uses the income before tax of segments (excluding gain/loss occurred infrequently and exchange gain/loss) from the internal management reports reviewed by key operating decision makers as a basis for management resource allocation and performance evaluation. Since the income tax, gain/loss occurred infrequently and exchange gain/loss are managed with the Group as the basis, the Group does not amortize the income tax expense (profit), gain/loss occurred infrequently and exchange gain/loss to the reportable segments. In addition, not all of the gain/loss of reportable segments includes material non-monetary items other than the depreciation and amortization. The amounts reported and the reports used by the operating decision makers are consistent. The pension expense of each operating segment is recognized and measured based on the pension program paid in cash, and the accounting policies of operating segments are the same as Note 4 “Summary of Significant Accounting Policies”.

The Group treats the sales and transfers among segments as transactions with third parties. The transactions are measured at current market prices.

Information and adjustment of operating segments of the Group are as follows:

2020
Revenue
Revenue from external
customers
Inter-segment revenue
Interest income
Total revenue
Interest expense
Depreciation and
amortization
Investment gain
Segment profit or loss
Segment total assets
Segment liabilities
Optoelectr
onics
Green
building
Others Adjust
ment
and
eliminat
ion
Total
$ 666,769
-
3,030

517,609
-

-
1,264,158
-
-
-
-
-
-
2,448,536
-
3,030
$
669,799

517,609

1,264,158

2,451,566

$ (34,082)
(209,673)
2,588
$ (520,628)



-

(68,741)

-

167,706


-

-
-

62,331
-
-

-
-

(34,082)
(278,414)
2,588
(290,591)

$ 3,514,350


532,941


-
-
4,047,291

$ 2,035,659

474,339
- -
2,509,998
  • 204 -
2019 Optoelectr
onics
Green
building
Others Adjust
ment
and
eliminat
ion
Total
Revenue
Revenue from external
customers
Inter-segment revenue
Interest income
Total revenue
Interest expense
Depreciation and
amortization
Investment gain
Segment profit or loss
Non-current assets capital
expenditure
Segment total assets
Segment liabilities
$ 1,074,543
-
2,638

506,323
-

-
1,285,208
-
-
-
-
-
-
2,866,074
-
2,638
$ 1,077,181
506,323

1,285,208


2,868,712

$ (41,967)
(241,390)
2,259
$ (330,099)



-

(68,195)

-

210,772


-

-
-

59,511
-
-

-
-

(41,967)
(309,585)
2,259
(59,816)

$
30,744



-


-
-
30,744

$ 2,778,883

1,105,733

-
-
3,884,616

$ 2,052,387

314,748
- -
2,367,135

(III) Information on Product Type and Labor Type

Information on revenue from external customers of the Group is as follows:

Product name
Photoelectric glass
Green building
Others
Total
2020
$ 666,769
517,609
1,264,158
2019

1,074,543

506,323

1,285,208
$
2,448,536
2,866,074

(IV) Geographical Information

The geographical information of the Group is as follows. The income described in the following is classified according to the geographical location of customers. In addition, non-current assets are classified according to the geographical location of assets.

Geography
Revenue from external customers:
China
Taiwan
Belize
U.S.A.
Others
2020
$ 1,405,223
816,037
125,143
15,466
86,667
2019

1,588,888

658,455

451,299

30,003

137,429
$
2,448,536

2,866,074
  • 205 -
Geography
Non-current assets:
Taiwan
China
Total
2020
$ 2,518,773
25,978
2019

2,302,113

24,925
$
2,544,751
2,327,038

Non-current assets include property, plant and equipment, right-of-use assets, investment property, investment property and other assets; however, financial instruments, deferred income tax assets, assets of retirement benefits and non-current assets arising from rights of insurance policies are excluded.

(V) Information on Major Customers

of insurance policies are excluded.
ation on Major Customers
Customer B
Customer F
2020
$ 730,713
125,143
2019

579,893

451,299
$
855,856
1,031,192
  • 206 -

Independent Auditor’s Report

The Board of Directors G-TECH Optoelectronics Corporation

Opinion

We have audited the accompanying financial statements of G-TECH Optoelectronics Corporation (the “Company”) which comprise the balance sheets for the years ended December 31, 2020 and 2019, and the statements of comprehensive income, statements of changes in equity and statements of cash flows and notes to unconsolidated financial statements, including a summary of significant accounting policies, for the years ended December 31, 2020 and 2019.

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

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Unconsolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norms for Professional Ethics for Certified Public Accountants and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the unconsolidated financial statements of the Company for the year ended December 31, 2020. These matters were addressed in the context of our audit of the unconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the audit of the financial statements are stated as follows: I. Revenue Recognition

Please refer to Note 4(16) of the unconsolidated financial statements for the detailed accounting policy on revenue recognition. Please refer to Note 6(18) of the unconsolidated financial statements for detailed descriptions of the revenue recognition. Description of Key Audit Matters:

The revenue of the Company mainly comes from product sales to customers, and the sales contract with customers involve different types of transaction terms. For the recognition of sales revenue, the product control transfer status is determined according to the transaction terms of each individual sales contract. Accordingly, the test of the recognition of revenue is identified as a key audit matter for the execution of the audit of the financial statements of the Company. Corresponding Audit Procedures:

The primary audit procedures adopted by our independent auditors with respect to the aforementioned key audit matters include evaluation of the appropriateness of the accounting policy for revenue recognition; understanding and testing the type, transaction model, contract clauses and transaction terms as well as relevant internal control design and execution effectiveness; sampling of the detailed test presently conducted to verify all forms and charts in order to confirm the authenticity of the transaction. A stop-point test is conducted at a certain

  • 207 -

period before and after the report date of the financial statements in order to obtain samples and verify relevant certificates, thereby ensuring the reasonableness of the recognition time point for transactions. Furthermore, a certain period before and after the financial statement report date, the Company is inspected to determine whether allowance and deduction have been provided to customers according to sales contract requirements, whether there is any material sales return or allowance, in order to ensure the authenticity of transactions. Moreover, the accrued allowance amount specified by the management authority is obtained and is verified with relevant internal and external data, in order to evaluate the rationality of relevant parameters and primary assumptions. In addition, the accuracy of the accrued allowance estimation of the previous year is inspected in order to evaluate the appropriateness of the accrued allowance amount specified by the management authority.

II. Investment Property Fair Value Evaluation

Please refer to Note 4(10) Investment Property of the unconsolidated financial statements for detailed accounting policy on investment property fair value evaluation. Please refer to Note 5(3) of the unconsolidated financial statements for detailed accounting estimation and assumption uncertainty for the investment property fair value. Please refer to Note 6(6) Investment Property of the unconsolidated financial statements for details of the investment property. Description of Key Audit Matters:

The investment property of the Company refers to important assets for operation, and its amount accounts for 28% of the total assets. For the investment property, the accounting procedure adopts the standard of IAS 40, and the fair value model is selected for the adoption. Subsequent fair value change is reorganized as current profit/loss. Since the Company uses the recommendations of external real estate appraiser reports as the basis for the evaluation of the investment property fair value, the neighborhood rental market prices referenced and financial information related to the investment property rental provided by the Company for the execution of the appraisal procedure may involve material judgment and estimation uncertainty. Accordingly, any inappropriate evaluation of the fair value change may result in misstatement of the financial statements. Accordingly, the investment property fair value evaluation is identified as a key audit matter for the execution of the audit of the financial statements of the Company. Corresponding Audit Procedures:

  • Assess the professionality, objectiveness and experience of the real estate appraiser retained by the Company to be in charge of the fair value measurement.

  • Verify the rationality of the material assumptions and critical judgments adopted in its appraisal report, and review the lease agreements and comparison with relevant market information, in order to determine whether the future cash flow, income and discount rate have been handled according to the regulations.

  • Verify the appraisal report and relevant accounting records in order to determine the accuracy of accounting procedures.

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

Management is responsible for the preparation and fair presentation of the unconsolidated financial

  • 208 -

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

In preparing the unconsolidated financial statements, the responsibilities of the management also include assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Unconsolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the unconsolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards will always detect a material misstatement when it exists in the unconsolidated financial statements. Misstatement can arise from fraud or error. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the unconsolidated financial statements.

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

  1. Identify and assess the risk of material misstatement in the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Company.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, then relevant disclosures of the unconsolidated financial statements are required to be provided in our audit report to allow users of unconsolidated financial statements to be aware of such events or circumstances, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions

  5. 209 -

may cause the Company to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including relevant notes, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of investees under the equity method, and express an opinion on the unconsolidated financial statements. We handle the guidance, supervision and execution of the audit on the Company and are responsible for preparing the opinion on the Company.

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

We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors’ professional ethics, and communicated with the governance body on all matters that may affect the auditor’s independence (including protection measures).

  • 210 -

From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the Company’s 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preclude public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so could reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Zong Zhe, Chen and Shu Ying, Chang.

KMPG

Taipei, Taiwan (Republic of China) March 24, 2021

  • 211 -

G-TECH Optoelectronics Corporation

Balance Sheet

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(1) and (20))
1170
Net notes and accounts receivable (Note 6(2) and (20))
1180
Net notes and accounts receivable - related parties (Note 6(2), (18) and (20)
and 7)
1220
Current income tax assets
130X
Inventories (Note 6(3))
1476
Other financial assets - current (Note 6(7), (20) and 8)
1479
Other current assets - others
Non-current assets:
1551
Investment accounted for under the equity method (Note 6(4))
1600
Property, plant and equipment (Note 6(5), (23), 7 and 8)
1755
Right-of-use assets
1760
Net investment property (Note 6(6) and 8)
1780
Intangible assets
1840
Deferred income tax assets (Note 6(13))
1980
Other financial assets - non-current (Note 6(7) and (20))
Total assets
2020-12-31
Amount
%
$ 427,554
11
488,469
12
96,107
2
230
-
156,699
4
105,214
3
28,927
1
2019-12-31
Amount
%

218,222
6

596,988
15

129,795
3
232
-

175,525
5

176,416
5

14,994
-

1,312,172
34

216,865
6

2,250,744
59

50,256
1

-
-
1,113
-
2,604
-
5,860
-

2,527,442
66

3,839,614
100
Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Note 6(8), (20) and 8)
2130
Contract liabilities - current (Note 6(18))
2170
Notes and accounts payable (Note 6(20))
2180
Notes and accounts payable - related parties (Note 6(20) and 7)
2200
Other payables (Note 6(20) and 7)
2213
Payables on equipment (Note 6(20) and (23))
2250
Liability reserve - current (Note 6(12))
2280
Lease liabilities - current
2322
Long-term borrowings due in one year or one business cycle (Note 6(9), (20)
and 8)
2399
Other current liabilities - others
Non-current liabilities:
2540
Long-term borrowings (Note 6(9), (20) and 8)
2550
Liability reserve - non-current
2570
Deferred income tax liabilities
Total liabilities
Equity (Note 6(14)):
3100
Share capital
3200
Capital surplus
3300
Losses to be covered
3400
Other equity
Total equity
Total liabilities and equity
2020-12-31
Amount
%
$ 569,777
15
3,594
-
70,360
2
161,886
4
98,249
2
3,424
-
15,931
-
50,877
1
232,993
6
-
-
2019-12-31
Amount
%

774,453
20
5,957
-

59,798
2

145,793
4

91,052
2
682
-
15,045
-

50,256
1

321,060
9
3
-

1,464,099
38

840,648
22
17,386
-

-
-

858,034
22

2,322,133
60

2,063,936
55
40,528
1

(751,240) (20)

164,257
4

1,517,481
40

3,839,614
100

1,303,200
33

151,534
4
1,345,882
34
50,877
1
1,115,068
28
6,946
-
-
-
6,518
-
1,207,091
30

1,168,533
30
18,300
-
48,808
1

1,235,641
31

2,442,732
61

2,676,825
67

2,063,936
52
16,711
-
(1,019,793) (26)
476,439
13

1,537,293
39
$
3,980,025
100

$
3,980,025
100

(Please refer to the Notes to the Unconsolidated Financial Statements enclosed for detail) Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

Chairman of the Board: Chung, Chih-Ming

  • 212 -

G-TECH Optoelectronics Corporation

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

4000
Operating revenues (Note 6(18) and 7)
5000
Operating costs (Note 6(3), (12) and 7)
Gross loss
Operating expenses (Notes 6(12), (15) and 7):
6100
Selling and marketing expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain) (Note 6(2))
6300
Total operating expenses
Net operating loss
Non-operating income and expenses (Note 6(19)):
7100
Interest income
7020
Other gains and losses (Note 6(11) and 7)
7050
Finance costs (Note 6(10))
7070
Share of profit or loss of subsidiaries, associates and joint
ventures accounted for using the equity method
Total non-operating income and expenses
Net loss before tax from continuing operating segments
7950
Less: Income tax expenses (Note 6(13))
Net loss of current period
8300
Other comprehensive income:
8310
Items that will not be reclassified to profit or loss
8312
Revalued amount of property (Note 6(5))
8349
Less: Income tax related to items not reclassified
Total items that will not be reclassified to profit or loss
8360
Items that may subsequently be reclassified to profit or loss
8380
Share of other comprehensive income of associates and
joint ventures accounted for using equity
method - Items may be reclassified into profit or loss
8399
Less: Income tax related to items that may be reclassified
to profit or loss
Total of items that may subsequently be reclassified to
profit or loss
8300
Other comprehensive income (net of tax)
Total comprehensive income of current period
Earnings per share (Note 6(16))
Basic loss per share (Unit: NTD)
2020 %
100

101
2019
Amount
$ 2,322,138
2,334,819
Amount

2,697,547

2,722,199

(12,681)


(1)


(24,652)

24,470
119,179
39,443
170,427



1

5

2

7



23,663

118,457

43,469

(1,126)

353,519


15


184,463

(366,200)


(16)


(209,115)


331
174,258
(34,082)
(64,826)



-

8

(1)

(3)


2,364

131,460

(41,967)

57,442

75,681



4



149,299

(290,519)
2,604

(12)
-


(59,816)
553

(293,123)
(12)
(60,369)

361,495
48,808

16
2



-

-


312,687
14
-


(505)
-
-
-
(72,700)
(6,616)

(505)
-
(66,084)


312,182
14

(66,084)

$
19,059
2

(126,453)

$
(1.42)

(Please refer to the Notes to the Unconsolidated Financial Statements enclosed for detail) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

  • 213 -

G-TECH Optoelectronics Corporation

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

Balance on January 1, 2019
Net loss of current period
Other comprehensive income (loss) of current period
Total comprehensive income of current period
Covering loss from capital surplus
Balance on December 31, 2019
Net loss of current period
Other comprehensive income (loss) of current period
Total comprehensive income of current period
Covering loss from capital surplus
Share-based compensation
Balance on December 31, 2020
Common share
capital
Capital
surplus
Losses to be
covered
Difference in
exchange
from the
conversion of
financial
statements of
overseas
operating
entities
Other equity Total
Total equity
230,341
1,643,934
Revalued
amount of
property
$ 2,063,936
269,239

(919,582)

230,341

-

-
-


-
-


(60,369)
-



-
(66,084)

-

-


-
(60,369)
(66,084)
(66,084)
- - (60,369)

(66,084)


-


(66,084)
(126,453)
- (228,711)

228,711



-

-


-
-
2,063,936
-
-


40,528
-
-



(751,240)
(293,123)
-


164,257

-
(505)

-
-

312,687
164,257
1,517,481
-
(293,123)

312,182
312,182
- - (293,123)

(505)



312,687




312,182
19,059
-
-
(24,570)
753


24,570

-



-
-


-
-



-
-
-
753
$
2,063,936

16,711

(1,019,793)

163,752

312,687

476,439
1,537,293

(Please refer to the Notes to the Unconsolidated Financial Statements enclosed for detail) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou

  • 214 -

G-TECH Optoelectronics Corporation

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

Unit: NTD thousand

2020
Cash Flows from Operating Activities:
Net loss before tax in the period
$ (290,519)
Adjustments:
Income/expenses items
Depreciation expense
271,901
Amortization expense
4,095
Expected credit impairment loss (reversal gain) (including other expenses recognized)
170,427
Interest expense
34,082
Interest income
(331)
Share-based payment cost
753
Share of loss (gain) from subsidiaries, associated companies and joint ventures using the
equity method
64,826
Loss (gain) on disposal and retirement of property, plant and equipment
7,056
Gain on reversal of impairment
(71,389)
Total adjustments to reconcile profit and loss
481,420
Change in assets/liabilities relating to operating activities:
Net changes in assets related to operating activities:
Increase in notes and accounts receivable
(62,306)
Decrease in accounts receivable - related parties
33,688
Decrease in inventories
18,826
Decrease (increase) in other current assets
(13,933)
Decrease in other financial assets
71,600
Total net changes in assets related to operating activities
47,875
Net changes in liabilities related to operating activities:
Decrease in contract liabilities
(2,363)
Increase (decrease) in notes and accounts payable
10,562
Increase (decrease) in accounts payable - related party
16,093
Increase (decrease) in other payables
7,420
Increase (decrease) in provision for liabilities
886
Decrease in other current liabilities
(3)
Total net changes in liabilities related to operating activities
32,595
Total net changes in assets and liabilities related to operating activities
80,470
Total adjustments
561,890
Cash inflow generated by operating activities
271,371
Interest received
331
Interest paid
(32,892)
Income tax (returned) paid
2
Net cash inflow generated by operating activities
238,812
Cash flow from investing activities:
Property, plant and equipment acquired
(4,104)
Disposal of property, plant and equipment
1,450
Acquisition of intangible assets
(9,928)
Other financial assets - non-current
(658)
Net cash generated from (used in) investment activities
(13,240)
Cash flows from financing activities:
Increase in short-term borrowings
2,108,310
Decrease in short-term borrowings
(2,312,986)
Repayment of corporate bonds
-
Proceeds from long-term borrowings
730,000
Repayments of long-term borrowings
(490,182)
Lease principle repayment
(51,382)
Net cash used in financing activities
(16,240)
Increase (decrease) of cash and cash equivalents in current period
209,332
Balance of cash and cash equivalents at beginning of period
218,222
Balance of cash and cash equivalents at end of period
$
427,554
2020
Cash Flows from Operating Activities:
Net loss before tax in the period
$ (290,519)
Adjustments:
Income/expenses items
Depreciation expense
271,901
Amortization expense
4,095
Expected credit impairment loss (reversal gain) (including other expenses recognized)
170,427
Interest expense
34,082
Interest income
(331)
Share-based payment cost
753
Share of loss (gain) from subsidiaries, associated companies and joint ventures using the
equity method
64,826
Loss (gain) on disposal and retirement of property, plant and equipment
7,056
Gain on reversal of impairment
(71,389)
Total adjustments to reconcile profit and loss
481,420
Change in assets/liabilities relating to operating activities:
Net changes in assets related to operating activities:
Increase in notes and accounts receivable
(62,306)
Decrease in accounts receivable - related parties
33,688
Decrease in inventories
18,826
Decrease (increase) in other current assets
(13,933)
Decrease in other financial assets
71,600
Total net changes in assets related to operating activities
47,875
Net changes in liabilities related to operating activities:
Decrease in contract liabilities
(2,363)
Increase (decrease) in notes and accounts payable
10,562
Increase (decrease) in accounts payable - related party
16,093
Increase (decrease) in other payables
7,420
Increase (decrease) in provision for liabilities
886
Decrease in other current liabilities
(3)
Total net changes in liabilities related to operating activities
32,595
Total net changes in assets and liabilities related to operating activities
80,470
Total adjustments
561,890
Cash inflow generated by operating activities
271,371
Interest received
331
Interest paid
(32,892)
Income tax (returned) paid
2
Net cash inflow generated by operating activities
238,812
Cash flow from investing activities:
Property, plant and equipment acquired
(4,104)
Disposal of property, plant and equipment
1,450
Acquisition of intangible assets
(9,928)
Other financial assets - non-current
(658)
Net cash generated from (used in) investment activities
(13,240)
Cash flows from financing activities:
Increase in short-term borrowings
2,108,310
Decrease in short-term borrowings
(2,312,986)
Repayment of corporate bonds
-
Proceeds from long-term borrowings
730,000
Repayments of long-term borrowings
(490,182)
Lease principle repayment
(51,382)
Net cash used in financing activities
(16,240)
Increase (decrease) of cash and cash equivalents in current period
209,332
Balance of cash and cash equivalents at beginning of period
218,222
Balance of cash and cash equivalents at end of period
$
427,554
2019

(59,816)

306,133

1,560

(460)

41,967

(2,364)

-

(57,442)

(65,766)

-

481,420


223,628

(62,306)
33,688
18,826
(13,933)
71,600



(36,801)

118,398

73,332

549

249,658

47,875



405,136

(2,363)
10,562
16,093
7,420
886
(3)



(696)

(151,495)

(20,984)

(41,836)

(5,213)

(9)

32,595



(220,233)

80,470



184,903

561,890



408,531

271,371
331
(32,892)
2



348,715

2,364

(49,742)

(1,501)
238,812

299,836

(4,104)
1,450
(9,928)
(658)



(2,990)

151,930

(1,340)

3,240

(13,240)



150,840

2,108,310
(2,312,986)
-
730,000
(490,182)
(51,382)



3,121,582

(3,504,581)
(480,000)

774,390

(319,010)

(56,493)

(16,240)



(464,112)

209,332
218,222



(13,436)

231,658

$
427,554



218,222

(Please refer to the Notes to the Unconsolidated Financial Statements enclosed for detail) Chairman of the Board: Chung, Chih-Ming Managerial Officer: Chung, Chih-Ming Accounting Officer: Wu, Tai-Chiou - 215 -

G-TECH Optoelectronics Corporation Notes to the Unconsolidated Financial Statements

For the Years Ended December 31, 2020 and 2019

(Unless otherwise specified, all amounts are in NTD thousand)

  • I. Organization and Business Scope

G-TECH Optoelectronics Corporation (hereinafter referred to as the “Company”) was approved by the Ministry of Economic Affairs (MOEA) for establishment on June 27, 1996. The place of registration is No. 99, Zhongxing Rd., Tongluo Township, Miaoli County. The main business items of the Company include glass and glass products, electronics parts manufacturing and international trade business, etc.

II Date and Procedure for Approval of Financial Statements

The unconsolidated financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.

III. Application of New and Revised Standards, Amendments and Interpretations

(I) The impact of the new announcements and revisions of the standards and interpretations endorsed by the Financial Supervisory Commission (“FSC”)

The initial application of the amendments of the IFRSs endorsed and issued into effect since

January 1, 2020, did not have a significant effect on the unconsolidated financial statements

of the Company.

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS 39, and IFRS 7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “Covid-19-Related Rent Concessions”

  • (II) Effect of not adopting the IFRS endorsed by the FSC

The initial application of the following newly amended IFRSs endorsed and issued into

effect since January 1, 2021, evaluated to be applicable to the Company will not have a significant effect on the unconsolidated financial statements of the Company.

  • Amendment to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS 39, and IFRS 7, IFRS 4 and FRS 16 “Interest Rate Benchmark Reform — Phase 2”

(III) New standards and Interpretations not yet endorsed by the FSC

The standards and interpretations issued by the IASB but not yet endorsed and issued into

effect by the FSC that may be relevant to the Company are as follows:

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

New Announcement or
Amendment of Standards
Amendments
to
IAS
1
“Classification of Liabilities as
Current or Non-current”
Main Content of Amendment
The amended clause is to increase the
consistency of the standard application in
order to assist enterprises to determine
whether
the
debts
with
uncertain
repayment dates or other liabilities shall be
classified as current (or possibly due in one
year) or non-current on the balance sheet.
The amended clause also specifies the
classification rules that enterprises may
adopt conversion of equity for repayment
of debt.
Effective Date
per IASB
2023-01-01

The Company is currently assessing the impact of the aforementioned standards and interpretations on the financial status and business results of the Company, and relevant impacts will be disclosed after the completion of the assessment.

The following newly promulgated and amended standards not yet approved are not expected to have material impact on the unconsolidated financial statements of the Company.

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

  • Amendments to IFRS 17 “Insurance Contracts” and IFRS 17

  • Amendments to IAS 16 “Property, Plant and Equipment — Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts — Cost of Fulfilling a Contract”

  • Annual Improvements to IFRSs 2018-2020 Cycle

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

IV. Summary of Significant Accounting Policies

The significant accounting policies applied in the preparation of the unconsolidated financial statements are summarized as follows. The following accounting policies have been applied consistently throughout the presented periods in the unconsolidated financial statements. (I) Statement of Compliance

The unconsolidated financial statements were prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”. (II) Basis of Preparation

1. Basis of measurement

The unconsolidated financial statements have been prepared on the historical cost basis

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

expect for investment property measured at fair values.

2. Functional and presentation currency

The functional currency of the Company is determined based on the currency of the primary economic environment in which it operates. The unconsolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional currency. All financial information is presented in NTD thousand.

(III) Foreign currency

1. Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency at the exchange rate at the dates of the transactions. At the end of each subsequent reporting period (referred to as the “report date”), foreign currency items are translated to the functional currency at the exchange rate at that date. Non-monetary items measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of transaction.

The foreign exchange difference arising from the conversion is typically recognized in profit or loss; however, it shall be recognized under other comprehensive income for the

following conditions:

  • (1) When it is designated as equity instruments at fair value through other comprehensive income;

  • (2) When the translation of a financial liability designated as a net investment in a foreign operation is within the effective extend of the hedge; or

  • (3) When the qualified cash flow hedge is within the effective extend of the hedge.

2. Foreign operations

The assets and liabilities of foreign operations include the reputation and fair value adjustment at the time of acquisition, and it is converted into NTD according to the exchange rate on the report date. The profit and loss items are converted into NTD according to the average exchange rate of the current period. The exchange difference generated is recognized as other comprehensive income.

In case of disposal of foreign operation leading to loss of control, joint control or material

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

impact, the accumulated exchange difference related to the foreign operation shall be reclassified as profit or loss in full. During partial disposal of subsidiaries involving foreign operations, relevant accumulated exchange difference shall be reclassified as non-controlling interest proportionally. During partial disposal of affiliated enterprise or joint venture investment involving foreign operations, relevant accumulated exchange difference shall be reclassified as profit or loss proportionally.

For monetary accounts receivable or payable of a foreign operation, if there is no repayment plan and repayment cannot be made in the foreseeable future, the foreign exchange profit or loss arising therefrom shall be treated as part of the net investment on such foreign operation and shall be recognized as other comprehensive income.

(IV) Classification of current and non-current assets and liabilities

Assets satisfying one of the following criteria shall be classified as current assets; all other

assets that are not current assets shall be classified as non-current assets:

  1. Assets expected to be realized or intended to be sold or consumed during their normal operating cycle;

  2. Assets primarily held for the purpose of trading;

  3. Assets expected to be realized within twelve months after the reporting period; or

  4. The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Liabilities satisfying one of the following criteria shall be classified as current liabilities; all other liabilities that are not current liabilities shall be classified as non-current liabilities:

  1. Liabilities expected to be settled in their normal operating cycle;

  2. Liabilities primarily held for the purpose of trading;

  3. Liabilities due to be settled within twelve months after the reporting period; or

  4. Liabilities without an unconditional right to defer settlement for at least twelve

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issuing of equity instruments do not affect its classification.

(V) Cash and Cash Equivalents

Cash comprises cash in hand and demand deposits. Cash equivalents refer to short-term investments with high liquidity that are subject to insignificant risk of changes in their fair value and can be cashed into fixed amounts of money. The definition of time deposit is similar to that of cash equivalent; however, the purpose of holding time deposit is for short-term cash commitment rather than investment, to be classified as cash equivalents.

(VI) Financial instruments

Accounts receivable and debt securities are initially recognized upon receipt. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets not measured at fair value through profit or loss (excluding account receivables not containing a significant financial component) or financial liabilities were initially measured at fair value plus the transaction cost directly attributed to the acquisition or issuance thereof. Accounts receivable not containing a significant financial component were initially measured at the transaction price.

1. Financial assets

For the purchase or sale of financial assets complying with regular trading, the Company uses the same method to classify the financial assets. All of the purchases and sales of financial assets are recognized using trade-date or settlement-date accounting.

During the initial recognition, the financial assets are classified as: financial assets measured at amortized cost.

The Company reclassifies all affected financial assets starting on the first day of the next reporting period only when it changes its business model for managing its financial

assets.

  • (1) Financial assets at amortized cost

A financial asset is measured at amortized cost if it meets both of the following

conditions and is not designated as measured at fair value through profit or loss:

  • The financial asset is held within a business model whose objective is to hold assets to collect contractual cash flows.

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

  • The contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principle and interest on the principle amount outstanding.

Such assets subsequently use the initially recognized amount plus or less the accumulated amortized value using the effective interest method, and adjust any allowance loss measured at amortized cost. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Gains or losses on

derecognition are recognized in profit or loss.

(2) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized cost, notes receivable and accounts receivable, other receivables, guarantee deposit paid and other financial assets).

The Company measures loss allowances at an amount equal to lifetime expected credit

loss (ECL), except for the following which are measured at 12-month ECL:

  • Debt securities that are determined to have low credit risk at the reporting date; and

  • Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables is measured at an amount equal to lifetime ECLs.

To determine whether the credit risk has significantly increased after the initial recognition, the Company considers reasonable and verifiable information (information that can be obtained without excessive cost or investment), including qualitative and quantitative information, and the analysis conducted by the Company based on past experience, credit assessment and prospective information.

If the credit rating of a financial instrument is equivalent to the globally understood definition of “investment grade” (investment level of BBB- per Standard & Poor’s, Baa3 per Moody’s or twA per Taiwan Ratings, or higher levels thereof), then the Company considers such debt security to have a low credit risk.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company assumes that the credit risk on the financial asset has been breached if it

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Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events during the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from possible default events within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

Expected credit losses are a probability-weighted estimate of credit losses during the expected lifetime of the financial instrument. Credit losses are measured as the present value of all cash shortfalls, i.e. the difference between the cash flows due to the Company in accordance with contracts and the cash flows that the Company expects to receive. ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assess whether financial assets measured at amortized cost are subject to credit impairment. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observation data:

  • Significant financial difficulty of the borrower or issuer;

  • A breach of contract such as a default or being more than 90 days past due;

  • For economic or contractual reasons related to the borrower’s financial difficulty, having granted to the borrower a concession that the Company would not otherwise consider;

  • It is probable that the borrower will file for bankruptcy or other financial reorganization; or

  • The disappearance of an active market for a security due to financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the

gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off, either in full or partially, to the extend that there is no realistic prospect of recovery for the Company. For corporate accounts, the Company individually analyzes the write-off timing and

  • 222 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

amount based on whether it is reasonably expected to be recovered. The Company expects that the written off amount will not have significant reversal. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due. (3) Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights of the cash flows from the asset are terminated, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party, or when nearly all risks and rewards of ownership are not transferred and not retained and the control of the financial asset is not retained.

When the Company signs a transaction for transferring financial assets, if all or nearly all of the risks and rewards of the ownership of the assets transferred are retained, then it is still continued to be recognized in the balance sheet.

2. Financial liabilities and equity instruments

(1) Classification of liabilities or equity

The debts and equity instruments issued by the Company are classified as financial liabilities or equity according to the substance of contract agreements and the definition of financial liabilities and equity instruments. (2) Equity transaction

Equity instrument refers to any contract representing the Company with remaining equity from assets after all liabilities have been substracted. The equity instruments issued by the Company are recognized based on the amount obtained from the payment amount less the direct issuance cost.

(3) Compound financial instruments

The compound financial instruments issued by the Company refer to convertible corporate bonds (valued in NTD) of options held by the owner for converting into capital share, and the quantity of the shares issued does not change along with changes of the fair value.

For the liability component of compound financial instruments, its amount initially recognized is measured at the fair value of similar liabilities excluding the equity

  • 223 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

conversion right. The initially recognized amount of the equity component is measured based on the difference between the overall compound financial instrument fair value and the liability component fair value. Any transaction costs that can be attributed directly are amortized to the liability and equity component according to the initial carrying amount ratio of the liability and equity.

After initial recognition, the liability component of the compound financial instruments is subsequently measured at amortized cost calculated using the effective interest method. For the equity component of compound financial instruments, it shall not be remeasured after initial recognition.

The interest related to the financial liabilities is recognized in profit or loss. When financial liabilities are reclassified as equity during the conversion, such conversion is not recognized in profit or loss.

(4) Financial liabilities

Financial liabilities are subsequently measured either at amortized cost or at fair value through profit or loss. Financial liabilities are classified as at fair value through profit or loss when the financial liability is held for trading, is a derivate instrument, or is designated at initial recognition. Financial liabilities measured at fair value through profit or loss are measured at fair value, with any relevant net gains or losses, including any interest expense, recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost calculated using the effective interest method. Interest expense and exchange gain and loss are recognized in the profit or loss. On derecognition, any profits or losses are recognized in profit or loss.

(5) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligation has been discharged, canceled or has expired. When there are changes in the terms of the financial liabilities and there is significant difference in the cash flow of liabilities after revision, then the original financial liabilities are derecognized, and the revised terms are used as the basis for the recognition of the new financial liabilities at fair value. During the derecognition of a financial liability, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 224 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(6) Offsetting of financial assets and liabilities

The Company only presents financial assets and liabilities on a net basis when the Company currently has the legally enforceable right to offset them, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.

(VII) Inventories

Inventory is measured based on the lower of the cost and the net realizable value. The cost of inventories consists of all costs of acquisition, production or processing costs and other costs arising from the location and state of use, and the weighted average method is used. The costs of finished products and work in process include the manufacturing expense amortized according to the appropriate ratio under normal production capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(VIII) Investment in Associates

Associate refers to an entity where the Company has material impact on its financial and operational policies, but has no control or joint control over.

The Company adopts the equity method for the equity of an associate. Under the equity method, it is recognized at cost during the initial acquisition, and the investment cost includes the transaction cost. The carrying amount of the invested associate includes the goodwill identified during the initial investment, less any accumulated impairment loss.

The unconsolidated financial statements includes the amount of profit or loss and the amount of other comprehensive income of each invested associate, from the date of having material impact to the date of losing material impact, after adjustments to make the accounting policy consistent with the Company, recognized by the Company according to the equity ratio. When the an associate is subject to equity change not for profit or loss or other comprehensive income and when the shareholding percentage of the Company in the associate is not affected, the Company then recognizes the equity change under the share of the associate for the Company as capital reserve according to the shareholding percentage.

The unrealized profit and loss arising from the transactions between the Company and associates is recognized in the company’s financial statements only within the equity scope of the non-related party on the associate. When the loss amount of the associate required

  • 225 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

for recognition proportionally by the Company is equal to or exceeds its equity in the associate, its loss is no longer recognized, and additional loss and relevant liabilities are recognized only within the scope of occurrence of statutory obligation, presumed obligation or payments made on behalf of the investee.

During the issuance of new shares by an associate, if the Company fails to subscribe according to the shareholding percentage such that there is a change in the shareholding percentage, leading to change in the equity net value of the investment, the change is used to adjust the capital surplus and the investment under equity method. If such adjustment is to offset the capital surplus, but the capital surplus remaining balance from the investment under the equity method is insufficient, the deficit is debited as retained earnings. However, if the Company fails to subscribe according to the shareholding percentage such that its ownership equity on an associate is reduced, the amount related to the associate previously recognized in the other comprehensive income or loss is then reclassified according to the reduced ratio. The basis of the accounting procedure shall be identical to the basis the associate is required to comply with when directly disposing of relevant assets or liabilities.

(IX) Investment in Subsidiaries

During the preparation of the unconsolidated financial statements, the Company uses the equity method for valuation of investees with controlling power. Under the equity method, profit or loss of the current period and other comprehensive income in the unconsolidated financial statements shall be equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the unconsolidated financial statements shall be equal to the equity attributable to owners of the parent in the consolidated financial statement.

Changes to the ownership interest of the subsidiaries made by the Company that have not caused the loss of the control thereof are handled as interest transactions with the owner. (X) Investment Property

Investment property refers to property held for the purpose of earning rents or capital value increase or both, and excluding property provided for normal business sales, for production, for product or labor or for administrative management purposes. Investment property is measured at cost initially, and subsequently measured at fair vale. Any change thereof is recognized in profit or loss.

  • 226 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

The profit or loss from disposition of investment property (calculated based on the difference between the net disposition amount and the carrying amount of such item) is recognized in profit or loss. If an investment property for sale was previously classified as property, plant and equipment, any relevant “Other equity - revalued amount of property” is changed to be recognized as retained earnings.

The rental income from investment property is recognized as non-operating income under the straight-line method during the lease period, and the lease incentive offered during the lease period is recognized as part of the rental income.

(XI) Property, Plant and Equipment

1. Recognition and measurement

Items of property, plant and equipment are measured at cost (including capitalized borrowing costs) less subsequent accumulated depreciation and any subsequent accumulated impairment loss.

When the useful lifetimes of the major components of the property, plant and equipment are different, then it is handled as an independent item (main component) of the property, plant and equipment.

The gain or loss arising from the disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent cost

Subsequent expenditure is capitalized only when it is possible that the future economic benefits associated with the expenditure will flow to the Company.

3. Depreciation

The depreciation of an asset is determined after deducting its residual amount from its original cost and is depreciated using the straight-line method over its useful life in order to be recognized in profit or loss.

Land is not depreciated.

The estimated useful lives for current and comparative years are as follows:

The estimated useful lives for current and comparative years are
(1) Houses and buildings 9~25 years
(2) Machinery and equipment 3~8 years
(3) Other equipment 3~10 years
(4) Leasehold Improvements 1~10 years
  • 227 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

The key components of houses and buildings mainly include the facility main building, electric power equipment and construction, and cleanroom systems, etc., and depreciation is calculated based on their useful lifetimes of 25 years, 10 years and 10 years respectively.

Depreciation methods, useful lives and residual values are reviewed by the Company at each reporting date, and are adjusted appropriately when it is determined necessary.

4. Reclassification to investment property

When the purpose of a property for own use is changed to an investment property, such property is reclassified to investment property based on the fair value at the time of change of its purpose. The profit generated is then remeasured, and it is recognized in profit or loss within the scope of the accumulated impairment previously recognized for such property. The remaining difference is then recognized under other comprehensive income, and it is cumulated to “Other equity - revalued amount of property”. Any loss is recognized in profit or loss; however, if the reduced value is still within the revalued amount of the property, then the reduced amount is recognized in other comprehensive income, and the revalued amount in the equity is offset and reduced.

(XII) Leases

1. Determination of a lease

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess

whether a contract is a lease, the Company assesses whether:

  • (1) The contract involves the use of an identified asset, and this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, but the asset has not been identified; and

  • (2) It has the right to obtain substantially all of the economic benefits from the use of the asset during the period of use; and

  • (3) When any one of the following conditions is satisfied, the right to direct the use of an identified asset is obtained:

  • The customer has the right to direct how and for what purpose the identified asset is used throughout the period of use.

  • The decision on how and for what purpose the identified asset is predetermined,

  • 228 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

and:

  • The customer has the right to operate the asset throughout the period of use, and the supplier does not have the right to change such operation instructions; or

  • The customer designed the asset in way that predetermines how and for what purpose it will be used throughout the period of use.

At the inception or on reassessment of a contract that contains a lease, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and to account for lease and non-lease components as a single lease component.

2. As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the Company periodically assesses whether the right-of-use asset has any impairment and handles any impairment loss already incurred, and under the condition where remeasurement on the lease liability occurs, the right-of-use-asset is adjusted.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. It is discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, the Company’s incremental borrowing rate is used. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 229 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

  • (1) Fixed payments, including in-substance fixed payments;

  • (2) Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

(3) Amounts expected to be payable under a residual value guarantee; and

(4) The exercise price under a purchase option or lease termination that the Company is reasonably certain to exercise, or penalties required for a lease.

The lease liability is measured at amortized cost using the effective interest method, and

it is remeasured under the following conditions:

  • (1) When there is a change in future lease payments arising from a change in index or rate;

  • (2) When there is a change in the estimate of the amount expected to be payable under a residual value guarantee;

  • (3) When there is change in the assessment of whether to exercise a purchase option of the underlying asset;

(4) If there is a change in the assessment of whether to exercise an extension or termination option, and a change to the assessment of the lease period;

  • (5) When there is change to the lease subject matter, scope or other terms.

When the lease liability is remeasured due to the aforementioned change in future lease payments arising from a change in an index or rate, change in residual value guarantee and change in purchase, extension or termination option assessment, a corresponding adjustment is made to the carrying amount of the right-of-use asset, and it is recorded in profit or loss when the carrying amount of the right-of-use asset has been reduced to zero.

For change of lease in the reduction of the scope of lease, the carrying amount of the right-of-use asset is reduced in order to reflect the termination of all or a portion of the lease, and the amount of difference with the lease liability is remeasured for recognition in profit or loss.

The Company presents right-of-use assets and lease liability that do not meet the definition of investment property in single items in the balance sheet respectively.

For short-term leases of other equipment and low-value underlying asset leases, the Company chooses not to recognize them as right-of-use assets or lease liabilities, but recognizes relevant lease payments associated with these leases as expenses on a straight-line basis over the lease term.

3. As a lessor

For transactions with the Company as the lessor, the lease contracts are classified on the lease establishment date depending on whether nearly all of the risks and remunerations

  • 230 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

associated with the underlying asset ownership are transferred. If true, it is classified as financial lease; if false, it is classified as operating lease. During evaluation, the Company considers relevant specific indicators including whether the lease period covers the key components of the underlying asset economic lifetime.

If the Company is a sub-lessor, the primary lease and sub-lease transactions are dealt with separately, and the right-of-use assets generated from the primary lease are used to evaluate the classification of the sub-lease transactions. If the primary lease refers to a short-term lease and is exempted for recognition, then the sub-lease transaction shall be classified as operating lease.

If the agreement includes lease and non-lease components, the Company uses the consideration for an amortization contract specified in IFRS 15.

For operating lease, the Company adopts the straight-line basis to recognize the lease payment collected during the lease period as the rental income. (XIII) Intangible Assets

1. Recognition and measurement

Research and development activity related expenses are recognized in profit or loss when such expenses are incurred.

A development expense is capitalized only when it can be measured reliably, product or process technology or commercial feasibility has been reached, future economic benefit is likely to flow into the Company, and the Company has the intention and sufficient resources to complete such development and has further used or sold the asset. Other development expenses are recognized in profit or loss when such expenses are incurred. After the initial recognition, the capitalized development expense is measured based on the amount obtained from the cost less the accumulated amortization and cumulative impairment.

Other intangible assets with limited useful life acquired by the Company, including computer software and other intangible assets, etc., are measured by the cost less the cumulative amortization and cumulative impairment.

2. Subsequent expenditure

Subsequent expenditure is only capitalized when future economic benefits can be added

  • 231 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

to relevant specific assets. All other expenses are recognized in profit or loss when such

expenses are incurred, including internally developed goodwill and brands.

3. Amortization

Amortization is calculated according to the asset cost less the estimated residual value, and starting from the available-for-use state of the intangible asset, the straight-line approach is used to recognize it in profit or loss for its estimated useful life.

The estimated useful lives for current and comparative years are as follows:

  • (1) Computer software 3 years

  • (2) Other intangible assets 1 year

Amortization methods, useful lives and residual values of the intangible assets are reviewed by the Company at each reporting date, and are adjusted appropriately when it is determined necessary.

(XIV) Impairment of Non-financial Assets

The Company assesses whether there is any indication that there might be an impairment in the carrying amount of non-financial assets (excluding inventory, deferred income tax assets and investment property measured at fair value) on each reporting day. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

For the purpose of testing the impairment, a group of assets of most of the cash inflow that is independent from the cash inflow of other individual assets or asset groups is used as the smallest identifiable asset group. The goodwill obtained from the merger of enterprises is amortized to each cash generating unit or cash generating unit group that is expected to gain benefits from the synergy of the merger.

The recoverable amount for an individual asset or a cash generating unit is the higher of its fair value less costs of disposal or its value in use. During the assessment of the use value, the future cash flow estimation uses a pre-tax discount rate for calculating the current value, and the discount rate shall reflect the current market assessment on the currency time value and the unit specific risk arising from the asset or cash.

If the recoverable amount of an asset is less than its carrying amount, it is recognized as an impairment loss.

An impairment loss shall be recognized immediately in profit or loss, and the carrying amount of each of the assets is reduced proportionally to the carrying amount of other

  • 232 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

assets in the unit.

Non-financial assets are reversed only in the range not exceeding the carrying amount (less depreciation or amortization) of the asset that has not been determined during the recognition of the impairment loss in the previous year.

  • (XV) Provision for Liabilities

Provisions for liabilities are recognized when the Company has an obligation as a result of past events, and the Company is likely to be subject to an outflow of economic resources that will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions for liabilities are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The amortization of the discount is recognized as interest expense.

1. Restoration

According to applicable contracts, when the Company bears the obligation to disassemble, remove or restore the site location for parts of the property, plant and equipment, the present value of cost expected to be incurred due to the disassembly, removal or restoration of the site location is recognized as provision for liabilities.

2. Sales return and allowance

Possible goods return and allowance are estimated according to the empirical value, and they are recognized as the deduction of the sales revenue at the year when the goods are sold. For current obligations arising from past events, the amount and time of occurrence are uncertain; therefore, it is classified as provision for liabilities.

(XVI) Recognition of Revenue

1. Income from customer contracts

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for rendering services to its customers. Revenue is recognized in the reporting period when the Company satisfies a performance obligation by transferring its control of the product or service to the customer. The main revenue items of the Company are explained as follows:

  • (1) Sales of goods

The Company manufactures panel display screen materials and glass products, and

  • 233 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

also sells such products. The Company recognizes revenue when the control of products is transferred. Product control transfer refers to when the product has been delivered to the customer, and the customer has the full discretion on the sales channel and price of the product, and the unfulfilled obligations of the customer for accepting the product have not been affected. Delivery refers to a product being transferred to a specific location, and its obsolete and loss risks have been transferred to the customer, and the customer has accepted the product according to the sales contract, the acceptance clauses have become invalid, or the Company has objective evidence to consider that all acceptance criteria have been satisfied.

The company recognizes the accounts receivable upon the delivery of goods since the Company has the right to collect consideration unconditionally at such time point.

2. Financial component

The Company expects that the time period between the time in the customer contract of transferring products or services to the customer and the time when the customer makes payment for such products or services is less than one year; therefore, the Company has not adjusted the currency time value of the transaction price.

(XVII) Government Grants

When the Company receives government grants, the grants without attachment are recognized as other income. For other grants related to assets, when the Company is reasonably assured to comply with the conditions attached to the government grants and is able to receive such grants, they are then recognized in the deferred revenue at fair value. In addition, the deferred revenue is recognized as other income within the useful lifetime of the asset according to the system basis. Government grants compensating expenses or losses incurred by the Company are recognized in profit or loss for the same period of relevant expenses according to the system basis.

(XVIII) Employee Benefits

1. Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the period during which services are rendered by employees.

  • 234 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

2. Short-term employee benefits

Obligations for short-term employee benefits are recognized as expenses in the period when services are provided. When the Company is required to bear current statutory or presumed payment obligation due to the service previously provided by an employee, and when such obligation can be estimated reliably, such amount is recognized as liabilities.

3. Separation benefits

Separation benefits refer to when the Company cannot cancel the offer of such benefits or recognizes relevant restructuring costs, and whichever occurs first is recognized as expense. When the separation benefits are not expected to be fully repaid within 12 months after the report date, they are discounted.

(XIX) Share-based Payment Transactions

Equity-settled share-based payment agreements are recognized as expenses based on the fair value of the provision date and within the receipt period of such compensation, and the relative equity is increased. The expense recognized is adjusted based on the expected compensation amount satisfying the service conditions and the non-market vesting conditions. In addition, the amount finally recognized uses the compensation amount complying with the service conditions and the non-market vesting conditions on the vesting date as the basis for measurement.

The non-vesting conditions of share-based compensation have been reflected in the measurement of the share-based payments and payment date fair value, and it is not required to make verified adjustments for the difference between the expected result and actual result.

The fair value amount of cash-settled share appreciation rights offered to employees is recognized as expense and the relative liabilities are increased during the period when the employees satisfy the condition for obtaining the compensation. The liabilities are remeasured according to the fair value of the share appreciation rights on each report date and settlement date, and any change thereof is recognized in profit or loss.

The payment date for the share-based payments of the Company refers to the subscription price approved by the board of directors and the date when employees are permitted to subscribe the shares.

  • 235 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(XX) Income tax

Income tax includes both current tax and deferred tax. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payable or receivable on the taxable income (or loss) for the year and any adjustment to tax payable or receivable in respect of previous years. The amount uses the statutory rate or the substantive legislative rate on the reporting date to measure the most optimal estimation value of the expected payment or receipt amount.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Temporary differences resulting from the following circumstances shall not be recognized as deferred taxes:

  1. Assets and liabilities that are initially recognized but are not related to the business combination and have no effect on net income or taxable gains (losses) during the transaction;

  2. Temporary differences arising from equity investments in subsidiaries, associates and joint ventures, where the Company is able to control the reversal of the temporary difference and where there is a high probability that such temporary differences will not reverse in the future; and

  3. Taxable temporary difference arising from initial recognition of goodwill. Deferred tax shall be measured at the tax rates that are expected to apply to the period when expected temporary difference is reversed, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. The deferred tax assets and liabilities of the Company are only offset against each other when the following criteria are met:

  4. The Company has the legal right to settle tax assets and liabilities on a net basis; and

  5. The taxing of deferred tax assets and liabilities is related to one of the following

  6. 236 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

taxing authorities of one identical taxation agent for the income tax:

  • (1) Levied by the same taxing authority; or

(2) Levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities of significant amounts on a net basis every year of the period of expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation matches with each other.

A deferred tax asset shall be recognized for unused tax losses, unused tax credits, and deductible temporary differences to the extend that it is possible that future taxable profit will be available against which it can be utilized. In addition, such deferred tax assets shall also be reviewed at each reporting date, and are reduced to the extend that it is no longer probable that the related tax benefit will be realized; or the originally reduced amount is reversed within the scope that it is likely to become sufficient taxable income.

(XXI) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of the basic earnings per share of the Company is based on the profit attributable to the ordinary shareholders of the Company, divided by the weighted average number of ordinary shares outstanding. The calculation of the diluted earnings per share is based on the profit attributable to the ordinary shareholders of the Company, divided by the weighted average number of ordinary shares outstanding after the adjustment of the effects of all dilutive potential ordinary shares.

Potential diluted common shares of the Company include convertible corporate bonds and employee stock options.

(XXII) Information on segments

The Company has disclosed the information of segments in the consolidated financial statements; therefore, information of segments is not disclosed in the unconsolidated financial statements.

V. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

When the management performs the preparation of these unconsolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the management is required to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. Any changes in accounting estimates during the period and the impact in the next period are recognized.

There are no critical judgments in applying accounting policies that have significant effect on the

  • 237 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

amounts recognized in the unconsolidated financial statements.

The following assumptions and uncertainties have major risks that may lead to material adjustments in assets and liability carrying amounts in the next fiscal year, and also reflect the impact caused by the COVID-19 pandemic, and relevant information is as follows:

  • (I) Impairment assessment of accounts receivable

The loss allowance for accounts receivable of the Company is estimated based on the assumption of the risk of breach and the expected loss rate. The Company considers the historical experience, current market condition and prospective estimation on each reporting date in order to determine the assumption required to be adopted and selection of inputs during the calculation of impairment loss. Changes in the economic and industrial environment may cause material adjustment in the loss allowance for accounts receivable. Please refer to Note 6(2) for detailed explanation on relevant assumption and inputs.

  • (II) Property, plant and equipment impairment assessment

During the process of asset impairment assessment, the Company must rely on subjective judgment to determine the useful life of the independent cash flow assets and possible income and expense in the future for certain asset groups based on the operating model of assets and industrial characteristics. Any change in the estimation due to changes in the economic situation or the Company’s strategies may result in significant impairment or reversal of impairment loss recognized in the future. Please refer to Note 6(5) for detailed explanation on the critical assumption used for the recoverable amount.

(III) Investment property fair value

The subsequent measurement of investment property of the Company adopts the discounted cash flow analysis method under the income approach for valuation. The input used in the fair value valuation technique is Level 3.

The accounting policies and disclosures of the Company include the use of fair value to measure its financial, non-financial assets and liabilities. The Company establishes a relevant internal control system for the fair value measurement, and the Financial Department is responsible for verifying all material fair value measurements (including Level 3 fair value) and periodically verifies the material inputs and adjustment that cannot be observed. If the inputs used in the measurement of fair value use external third party information, the Financial Department evaluates the evidence that supports the inputs provided by the third party in order to determine that the valuation and its fair value level classification comply with the requirements of the IFRSs.

  • 238 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

For the property of the Company, it is assumed that the Company has retained an external appraiser to perform appraisal according to the valuation method and parameters announced by the FSC.

When the Company measures its assets and liabilities, it uses the observable inputs in the market as much as possible. The levels of fair value are classified in the following different levels according to the inputs used in the valuation technique:

  • Level 1: Public quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: Input parameters other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • Level 3: Input parameters of assets or liabilities not based on the observable market information (non-observable parameters).

In case of any transfer event or condition of fair value among levels, the Company recognizes

such transfer at the report date.

Please refer to the following Note 6(6) Investment Property for relevant information on the assumption used for measurement of fair value.

VI. Description of Significant Accounts

(I) Cash and cash equivalents

tion of Significant Accounts
d cash equivalents
Cash on hand and petty cash
Demand deposits
Checking accounts
Time deposits
2020-12-31
$ 686
326,828
40
100,000
2019-12-31

537

217,645

40

-
$
427,554

218,222

The Company’s exposure to interest rate risk and the sensitivity analysis on the financial

assets and liabilities of the Company are disclosed in Note 6(20).

(II) Notes and accounts receivable (including related parties)

and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Accounts receivable - related parties
Less: Allowance for loss
2020-12-31
$ 90,329
580,951
96,107
(182,811)
2019-12-31

148,799

460,175

129,795

(11,986)

$
584,576


726,783

The Company applies the simplified approach to provide for its expected credit losses, i.e., the use of lifetime expected loss provision for all notes and account receivables. To measure the expected credit losses, the notes and accounts receivables have been grouped

  • 239 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including overall economic and relevant industry information. The expected credit loss analysis for notes and accounts receivables of the Company is as follows:

2020-12-31
Carrying amount
of notes and
accounts
receivables
Weighted-aver
age expected
credit loss rate
Loss allowance
provision
Not overdue
$ 509,554
0.17%
884
Overdue less than 90 days
50,651
0.04%
20
Overdue more than 91 days
207,182
1%~100%
181,907
$
767,387
182,811
2019-12-31
Carrying amount
of notes and
accounts
receivables
Weighted-aver
age expected
credit loss rate
Loss allowance
provision
Not overdue
$ 604,697
0.04%
1,507
Overdue less than 90 days
119,912
0.56%
671
Overdue more than 91 days
14,160
1%~100%
9,808
$
738,769
11,986
The movement in the allowance for impairment with respect to notes and accounts
receivable of the Company is as follows:
2020
2019
Balance at beginning of the period
$ 11,986
13,401
Impairment loss recognized
170,825
-
Impairment loss reversed
-
(681)
Written off amount
-
(734)
Balance at end of the period
$
182,811
11,986
2020-12-31 Loss allowance
provision
884
20
181,907
Carrying amount
of notes and
accounts
receivables
Weighted-aver
age expected
credit loss rate

0.17%

0.04%

1%~100%

2019-12-31
$ 509,554
50,651
207,182
$
767,387
182,811

Loss allowance
provision
1,507
671
9,808
Carrying amount
of notes and
accounts
receivables
$ 604,697
119,912
14,160
$
738,769
11,986

$
182,811
11,986

The movement in the allowance for impairment with respect to notes and accounts receivable of the Company is as follows:

  1. The amount in the accounts receivable that is overdue for more than 90 days mainly comes from key customers, the purchase of optical cement from the Company by such customers and the sale of LCD displays to various large manufacturers in Shenzhen, China. However, due to the COVID-19 pandemic, the upstream and downstream supply chain operations were affected so that payments were delayed. To protect its own interest, the Company has filed civil lawsuits with the Xiamen

  2. 240 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Intermediate People’s Court in China and it is recognized as allowance for loss.

  1. As of December 31, 2020 and 2019, the accounts receivable of the Company were not provided as pledged assets.

(III) Inventories

Raw materials and supplies
Work in progress
Finished goods
Products
2020-12-31
$ 92,249
6,024
57,953
473
2019-12-31
61,976
10,491
103,058
-
175,525
$
156,699
  1. The details of the inventory related expenses of the Company recognized for 2020 and 2019 are as follows:
d 2019 are as follows:
Inventory sale recognition
(Reversal of) write-down of inventories
2020
$ 2,346,178
(11,359)
$
2,334,819
2019

2,715,120

7,079


2,722,199
  1. As of December 31, 2020 and 2019, the inventories of the Company were not provided as pledged assets.

  2. (IV) Investment Accounted for Using Equity Method

The investments of the Company accounted for using the equity method at the report date

are as follows:

Subsidiaries 2020-12-31
$
151,534
2019-12-31

216,865

1. Subsidiaries

Please refer to the 2020 consolidated financial statements for details.

2. Guarantee

As of December 31, 2020 and 2019, the investments of the Company using the equity method were not provided as pledged assets.

(V) Property, Plant and Equipment

Details of the cost, depreciation and impairment of property, plant and equipment of the

  • 241 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Company for 2020 and 2019 are as follows:

Cost or deemed cost:
Balance on January 1, 2020
Additions
Disposals and retirements
Reclassifications
Balance on December 31,
2020
Balance on January 1, 2019
Additions
Disposals and retirements
Reclassifications
Balance on December 31,
2019
Depreciation and impairment
loss:
Balance on January 1, 2020
Depreciation in the current
year
Disposals and retirements
Reclassifications
Balance on December 31,
2020
Balance on January 1, 2019
Depreciation in the current
year
Disposals and retirements
Balance on December 31,
2019
Carrying value:
December 31, 2020
January 1, 2019
December 31, 2019
Land
$ 495,360
-
-
(175,712)
Houses and
buildings
2,322,163
-
(260)
(908,429)
Machinery
and
equipment
2,050,039
840
(103,796)
1,527
Other
equipment
249,495
675
(37,062)
-
Leasehold
improveme
nts
421,524
-
-
-
Unfinished
construction
and
equipment
pending for
inspection
195
5,331
-
(1,527)
Total
5,538,776
6,846
(141,118)
(1,084,141)

$
319,648

1,413,474
1,948,610 213,108 421,524
3,999

4,320,363
$ 553,942
-
(58,582)
-
2,460,344
2,792
(140,973)
-
2,103,070
94
(53,969)
844
306,463
-
(56,968)
-
421,524
-
-
-
844
195
-
(844)
5,846,187
3,081
(310,492)
-
$
495,360
2,322,163 2,050,039 249,495 421,524
195
5,538,776
$ -
-
-
-
889,493
115,744
(260)
(401,957)
1,882,512
50,218
(95,454)
4,268
233,921
20,353
(36,898)
(4,268)
282,106
34,703
-
-
-
-
-
-
3,288,032
221,018
(132,612)
(401,957)
$
-

603,020
1,841,544
213,108
316,809 -
2,974,481
$ -
-
-
874,831
131,557
(116,895)
1,883,376
53,105
(53,969)
262,764
27,921
(56,764)
245,049
37,057
-
-
-
-
3,266,020
249,640
(227,628)
$
-

889,493

1,882,512

233,921
282,106 -
3,288,032
$
319,648
810,454 107,066 - 104,715 3,999 1,345,882
$
553,942
1,585,513 219,694 43,699 176,475 844 2,580,167
$
495,360
1,432,670 167,527 15,574 139,418 195 2,250,744
  1. For the idle production capacity due to industrial and economic impacts, the Company conducts impairment evaluation on the recoverable amount of assets for operating purposes on the report date, and the use value is used as the calculation

  2. 242 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

basis for the recoverable amount. The calculation of use value uses the cash flow of the financial forecast of the Company for the next five years as the estimation basis. The cash flow of the financial forecast considers the comprehensive factors of the changes in the industry, market competition status, expected annual income in the future, gross profit and other operating cost change, etc. in order to establish the preparation basis. For 2020 and 2019, the Company has adopted a discount rate of 13.5% to reflect specific risks of relevant cash generating units. According to the aforementioned evaluation result, the asset impairment losses recognized for 2020 and 2019 are both NT$0.

  1. As of December 31, 2020 and 2019, some parts have been provided to the financial institution as mortgage guarantee. Please refer to Note 8 for details.

3. Reclassification to investment property

On October 1, 2020, the Company recognized its own land and facility as investment property according to the actual condition of use, and such property was reclassified at fair value during the time of change of purpose thereof. The difference between the carrying amount and the fair value of the property at the date of purchase change is NT$432,884 thousand, and it is recognized as gain on reversal of impairment loss (recognized in other gains and losses) of NT$71,389 thousand and other comprehensive income - property revaluation surplus of NT$361,495 thousand. The gain on reversal of impairment loss does not exceed the amount of the unrecognized impairment loss and the deduction of the carrying balance after recognition of depreciation. The fair value valuation technique by the Company used for the property at the date of change of purpose and the material observable inputs are consistent with the use of the investment property at the report date. Please refer to Note 6(6) for details.

(VI) Investment Property

Investment properties refer to assets owned by the Company, and for the lease of investment properties, the original non-cancellable period is 10 years. For investment properties already leased out, the rental incomes are fixed amounts.

Statement of changes in investment property of the Company is as follows:

  • 243 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Cost or deemed cost:
Balance on January 1, 2020
Transfer from property, plant and
equipment
Balance on December 31, 2020
Own assets
Land
Houses and
buildings
$ -
-
293,165
821,903
Own assets
Land
Houses and
buildings
$ -
-
293,165
821,903
Total
-

1,115,068
1,115,068
Land
$ -
293,165
$
293,165
821,903

The inputs used in the fair value valuation technique for the subsequent measurement of investment property of the Company belongs to Level 3. Please refer to the aforementioned statement of change for details of the adjustment of carrying amounts at the beginning and end of the period for Level 3. After the transfer from property, plant and equipment in October 2020, the fair value has not indicated material changes.

For the subsequent measurement of investment property of the Company adopting the discounted cash flow analysis method under income approach for valuation, relevant important contract terms and valuation information is as follows:

Subject property Miaoli Plant land and buildings 1. Rent: NT$5,867 thousand/month Important contract terms 2. Lease period: 136 months 3. Total future annual tax amount borne by lessor: NT$7,421 thousand Local rent status NT$130~160/3.3058 m2/month Rent status of similar NT$140/3.3058 m2/month property Current condition Normal use Past income amount NT$140/3.3058 m2/month Income capitalization rate 3.814% Discount rate 2.90% Outsourced or own appraisal Outsourced appraisal Appraisal firm Hua Shin Appraisers Firm Name of appraiser Chen-Hsu Chiang, Chih-Ming Cheng Date of appraisal 2020-12-31 Outsourced appraisal fair NT$1,115,068 thousand

value

Pursuant to Article 34 of the Regulations on Real Estate Appraisal, the procedures of income appraisal are estimating effective gross income, estimating total expenses, calculating net operating income, determining the capitalization rate or discount rate,

  • 244 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

and calculating the income value. The estimation of the aforementioned parameters refers to relevant data of the subject property for appraisal and comparable property with identical or similar characteristics in the most recent three years. Adjustment is made through comprehensive determination of the continuity, stability and growth status in order to confirm the availability and reasonableness of the data. The change status of the income (cash inflow) and expense (cash outflow) of each period is determined based on the past income and expense (cash flow) of the subject property, comparable property income and expense (cash flow) in the same industry or substituting comparable property, idle or loss ratio and present or possible planned income and expense in the future. The objective net income after the deduction of total expense from the total revenue is based on the objective net income of the subject property under the most effective use, and the incomes of similar properties in the neighborhood under the most effective use conditions are used as a reference for the estimation.

The determination of the discount rate adopts the risk premium method, and it considers the factors of the time deposit interest rate of the bank, government bond interest rate, risk of property investment, currency change status and change trend of property price, etc., in order to determine the likely rate of return on the most common investment, thereby adjusting the differences of individual characteristics between the investment and the subject property. The present discount rate is determined based on the increased loan interest rate of 1.6% of the Company along with the consideration of the factors of the difficulty in terms of the liquidity, risk, appreciation, and management of the subject property income status, plus the risk premium of 1.3% on December 31, 2020, such that the discount rate of the subject property is determined to be 2.9%. Regarding the estimation of the capitalization rate, the net income of comparable property is divided by the price, followed by the weighted average method to obtain the capitalization rate as 3.814%.

The aforementioned fair value valuation technique and material unobservable inputs are explained in the following table:

  • 245 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Fair value valuation technique Significant unobservable
inputs
Relationship between
material unobservable
inputs and fair value
measurement
The discounted cash flow analysis
(DCF) under income approach is
used as the evaluation method,
and the contract rent price
provided by the Group during the
lease
period
is
used
for
evaluation. After the expiration of
the lease period, the market rent
price is used for evaluation.
Discounted cash flow analysis
under income approach: This
refers to the net income and value
at the end of the period during
the future discounted cash flow of
the subject property analysis
period, and after discount at
appropriate discount rate the sum
of the estimated subject property
values are added. Such method is
applicable
to
the
property
investment evaluation for the
purpose of investment.
Discount rate after risk
adjustment is 2.90%.
The estimated fair value
will be increased (or
decreased) if:
Discount rate after
risk adjustment
decreases (increases).

Investment property refers to facilities leased out to others, and the lease contract includes the original non-cancellable lease period, and the subsequent lease period is negotiated with the lessee, and rent is either collected or not yet collected. Please refer to Note 6(11) for relevant information. In addition, the Company changed the recognition of the land and houses of Miaoli Plant III from property, plant and equipment to investment property according to the actual condition of use in November 2020. Please refer to Note 6(5) for details.

For details on the status of the investment property of the Company provided as pledged

assets as of December 31, 2020 and 2019, please refer to Note 8.

(VII) Other Financial Assets

Pledged deposits
Accrued rent receivable
Refundable deposits - non-current
Others
2020-12-31
$ 101,126
4,009
6,518
79
2019-12-31
132,040
44,300
5,860
76
$
111,732
182,276
  • 246 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(VIII) Short-term Borrowings

Statement of short-term borrowings of the Company is as follows:

Unsecured bank loans
Secured bank loans
Unused amount
Interest rate interval
2020-12-31
$ 474,209
95,568
2020-12-31
$ 474,209
95,568
2019-12-31
674,453
100,000
$
569,777
774,453

$
143,952

100,565

1.3191%~2.34%

1.75%~3.2232%
  1. Please refer to Note 8 for details on the status of the collaterals provided for short-term bank borrowings with a portion of assets under pledge setting of the Company.

  2. Please refer to Note 6(20) for details on risk information related to the Company’s interest rate, foreign currency and liquidity risk.

  3. (IX) Long-term Borrowings

Statement, criteria and terms of long-term borrowings of the Company are as follows:

Secured bank loans
Secured non-financial
institution loans
Less: Portion with maturity
due in one year
Total
Unused amount
Unsecured bank loans
Secured bank loans
Secured non-financial
institution loans
Less: Portion with maturity
due in one year
Total
Unused amount
2020-12-31 Amount
$ 1,398,150
3,376
Currency Interest rate
interval
Year of
maturity
NTD
NTD
0.72%~4.75%
2023~2028
3.1927%~3.6823%
2021


2019-12-31
1,401,526
(232,993)

$
1,168,533

$
-
Amount
$ 71,400

1,045,191
45,117
Currency Interest rate
interval
Year of
maturity
NTD
NTD
NTD
1.96%
2020

0.97%~1.81%
2020~2028
3.1927%~3.6823%
2021
1,161,708
(321,060)

$
840,648

$
-
  • 247 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

1. Collaterals for bank borrowings

Please refer to Note 8 for details on the status of the collaterals provided for bank loans with a portion of assets under pledge setting of the Company.

2. Please refer to Note 6(20) for details on risk information related to the Company’s interest rate, foreign currency and liquidity risk.

(X) Bonds Payable

1. 2014 first issuance of domestic secured convertible corporate bonds

The Company issued 4,800 five-year secured convertible corporate bonds at a face interest rate of 0% and face value of NT$100 thousand on August 25, 2014, and the effective interest rate was 1.07%.

The conversion price at the time of issuance was set to NT$33.8 per share. In case where the issuance of common shares of the Company satisfies the criteria for the adjustment of the conversion price specified in the terms of issuance, the conversion price is adjusted according to the formula specified in the terms of issuance. No terms are re-established for these bonds.

The guarantor for the aforementioned secured corporate bond balance is Chang Hwa Commercial Bank. The Company entrusted the secured issuance of corporate bond agreement to Chang Hwa Commercial Bank. For the duration of the agreement, collateral is calculated according to 50% of the secured amount (including compensation interest), and pledge setting can be canceled proportionally according to the bond balance.

In addition, for the execution of capital reduction to compensate loss of the Company, the conversion price was adjusted to NT$53.38 according to the resolution approved by the board of directors on November 9, 2016.

In August, 2019, the Company had redeemed the secured convertible corporate bonds that had matured, and the repayment amount totaled to NT$480,000 thousand, and the interest compensation amount of NT$12,144 thousand was paid. The pledge setting of relevant collaterals had been canceled during the repayment.

2. 2020 third issuance of domestic secured convertible corporate bonds

According to the resolution of the board of directors’ meeting dated December 21, 2020,

the Company proposed to execute the third issuance of domestic secured convertible

  • 248 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

corporate bonds, and it is expected to issue 5,000 convertible corporate bonds with a face interest rate of 0% and face value of NT$100 thousand, and an issuance period of three years. The total issuance face value is NT$500,000 thousand. The aforementioned issuance of secured convertible corporate bonds has been reported to the Securities and Futures Bureau, FSC, on March 8, 2021, for effective registration.

(XI) Operating Leases

For the lease on the investment property and a portion of the facilities of the Company, since nearly all of the risks and remunerations associated with the ownership of the underlying asset are not transferred, the lease contracts are classified as operating lease. Please refer to Note 6(6) Investment Property for details.

The due lease payment is analyzed based on the undiscounted lease payment total amount

that will be collected after the report date, as described in the following table:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Undiscounted lease payment total amount
2020-12-31
$ 72,762
72,762
72,762
72,762
72,762
420,387
2019-12-31
105,051
105,051
105,051
105,051
99,383
702,857
$
784,197
1,222,444

2020 rental income from investment property was NT$18,381 thousand. (XII) Employee Benefits

1. Defined contribution plans

The Company has made monthly contributions equal to 6.00% of each employee’s monthly salary to the labor pension personal account at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company contributes a fixed amount to the Bureau of the Labor Insurance without additional legal or constructive obligations.

The Company’s pension costs under the defined contribution plan for the years 2020 and 2019 were as follows:

  • 249 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Operating costs
Selling and marketing expenses
Administrative expenses
Research and development expenses
2020
$ 8,461
710
2,294
1,152
$
12,617
2019

8,790

772

2,142

1,791

13,495

For the Company’s pension costs under the defined contribution plan, amounts of NT$14,045 thousand and NT$15,493 thousand for the years 2020 and 2019 had respectively been appropriated to the Bureau of Labor Insurance.

2. Short-term employee benefit liabilities

Short-term leave with pay liabilities
2020-12-31
$
7,911
2019-12-31
7,218

(XIII) Income Tax

1. Statement of the income tax expense of the Company recognized for 2020 and 2019

is as follows:

Current tax expenses
Land value increment tax
Deferred tax expenses
Origination and reversal of temporary differences
Change of unrecognized deductible temporary
differences
Income tax expense
2020 2019
1,478
$ -
2,604
-
2,604
$
2,604

242
(1,167)


(925)


553

Statement of the income tax expense (benefit) of the Company recognized under other comprehensive income for 2020 and 2019 is as follows:

2020
Items not reclassified subsequently to profit or loss:
Revalued amount of property
$
48,808
Items that may subsequently be reclassified to profit or
loss:
Difference in exchange from the conversion of
financial statements of overseas operating
entities
$
-
2020
$
48,808
2019
-
(6,616)
  • 250 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

  1. The reconciliation of the Company’s income tax expense and loss before tax is as follows:
llows:
Loss before tax
Income tax calculated according to the domestic tax
rate of the country of the Company
Change of unrecognized temporary differences
Land value increment tax
Others
Income tax expense
2020
$ (290,519)
2019

(59,816)

(58,104)
60,708
-
-



(11,963)

395
1,478
10,643
$
2,604

553

3. Deferred tax assets and liabilities

  • (1) Unrecognized deferred tax assets

The items not recognized as deferred tax assets by the Company are as follows:

Deductible temporary differences
Aggregate amount of temporary differences related
to investments in subsidiaries
Tax loss
2020-12-31
$ 50,593
808,388
1,242,499
2019-12-31
12,187
821,353
1,143,995
$
2,101,480
1,977,535

Regarding tax losses, according to the provisions of the Income Tax Act specifying that losses of the past ten years approved by the taxation authority may be deducted from the net profit of the current year, followed by the payment of the income tax. The reason for not recognizing such items as deferred income tax assets is because the Company is not very likely to have sufficient taxable income in the future for deductible temporary difference use.

As of December 31, 2020, the deduction time-limit for tax losses of the Company not recognized as deferred income tax assets is as follows:

Year of loss
Approved value for 2013
Approved value for 2014
Approved value for 2015
Approved value for 2016
Approved value for 2017
Declared value for 2018
Declared value for 2019
Expected value for 2020
Loss not yet
deducted
$ 209,457
910,923
1,073,944
457,378
1,862,692
1,083,544
355,068
259,491
$
6,212,497
Finalyear for deduction
2023
2024
2025
2026
2027
2028
2029
2030
  • 251 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(2) Recognized deferred tax assets and liabilities

Changes in the deferred tax assets and liabilities for 2020 and 2019 are as follows:

Deferred tax assets:

January 1, 2020
Recognized in income
statement
December 31, 2020
January 1, 2019
Recognized in income
statement
December 31, 2019
Unrealized
sales allowance
Unrealized
exchange loss
Total

1,039
2,604

(1,039)
(2,604)
$ 1,565
(1,565)

$
-



-
-
$ 2,694
(1,129)

152
2,846

887
(242)

$
1,565



1,039
2,604

Deferred income tax liabilities:

January 1, 2020
Recognized in other
comprehensive income
December 31, 2020
January 1, 2019
Recognized in income statement
Recognized in other
comprehensive income
December 31, 2019
Difference in
exchange from
the conversion
of financial
statements of
overseas
operating
entities
$ -
-
Investment
property
Total
-

48,808
-
48,808
$
-
48,808
48,808
$ 7,783
(1,167)
(6,616)


-

-

-


7,783
(1,167)
(6,616)

$
-

-

-
  1. The Company’s profit-seeking enterprise income tax returns through 2017 have been assessed and approved by the taxation authority.

(XIV) Capital and Other Equity

1. Common stock

As of December 31, 2020 and 2019, the total value of authorized ordinary shares

  • 252 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

amounted to NT$5,000,000 thousand, at a par value of NT$10 per share, for 500,000 thousand shares. The aforementioned authorized total capital refers to common shares, and the number of shares issued is 206,394 thousand. All proceeds from shares issued have been collected.

2. Capital surplus

The capital surplus balance content of the Company is as follows:

Share-based payments
Convertible corporate bonds
2020-12-31
$ 16,711
-
2019-12-31
17,488
23,040
40,528
$
16,711

In accordance with the Company Act, after having first offset losses using capital surplus, the realized capital surplus can be used to issue new shares or cash dividends according to the original percentage of shares of shareholders. The aforementioned realized capital surplus includes share premiums from the outstanding shares issued at a price above the par value and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the amount of capital surplus to increase share capital shall not exceed 10% of the paid-in capital amount.

The Company has passed the 2019 proposal for covering losses through the resolution of the ordinary shareholders’ meeting on June 18, 2020, to cover losses with the capital surplus - lapsed stock option of NT$24,570 thousand, and has also passed the 2018 proposal for covering losses through the resolution of the ordinary shareholders’ meeting on June 24, 2019, to cover losses with the capital surplus - capital stock premium of NT$207,111 thousand and the capital surplus - lapsed stock option of NT$21,600 thousand. For relevant information, please inquire through the Market Observation Post System (MOPS) channel.

3. Retained earnings

According to the provisions of the Articles of Incorporation, when there are surplus earnings at the final account of a fiscal year, it is necessary to appropriate an amount for the payment of taxes, followed by covering losses of previous years, and then 10% shall be appropriated as legal reserve; provided that if the legal reserve has reached the

  • 253 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

paid-in capital of the Company, the appropriation may be exempted. In addition, special reserve shall be appropriated or reversed in accordance with the laws or regulations of the competent authority. When there are still surplus earnings, the balance plus the accumulated unappropriated earnings from the previous fiscal year may be for shareholders’ bonuses, and the board of directors shall establish a distribution proposal. When the distribution is to be made in the form of issuance of new shares, the proposal shall be submitted to the shareholders’ meeting for resolution before distribution.

When all or a portion of the dividends and bonuses or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors’ meeting attended by more than two thirds of the directors and the consent of a majority of the attending directors. In addition, a report to the shareholders’ meeting shall also be made.

The Company is currently in a developing stage, and to cope with the future business development and expansion, the distribution of earnings shall consider the future capital expense budget and the fund demands of the Company. However, the distribution of shareholders’ dividends shall not be less than 20% of the lower value of the earnings after tax or the distributable earnings of the current period. Among the dividends

distributed in the current year, cash dividends shall not be less than 50%.

  • (1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution to be adopted by the shareholders’ meeting as required, distribute its legal reserve by issuing new shares or cash; however, it shall be limited to the portion of legal reserve exceeding 25% of the issued share capital.

(2) Distribution of earnings

The Company has passed the 2019 and 2018 proposals for covering losses through the resolutions of the shareholders’ ordinary meetings on June 18, 2020, and June 24, 2019, respectively. Relevant information can be inquired via channels such as the MOPS.

  • 254 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

4. Other equity (net after tax)

Balance on January 1, 2020
Share of translation
difference of subsidiaries
under the equity method
Revalued amount of
property
Balance on December 31,
2020
Balance on January 1, 2019
Share of translation
difference of subsidiaries
under the equity method
Balance on December 31,
2019
Difference in
exchange from the
conversion of
financial
statements of
overseas operating
entities
Revalued amount
ofproperty
Total
164,257
(505)

312,687
$
163,752
312,687

476,439


$ 230,341
-
(66,084)
-


230,341
(66,084)
$
164,257
-
164,257

(XV) Share-based Payments

1. As of December 31, 2020 and 2019, the Company has made the following share-based payments:

Type
Employee stock
options
Grant date
2020-09-17
Grant quantity
(thousand/unit)
3,000
Contract period
4 years
Vesting conditions
Immediate vesting
Actual turnover rate of
current period
-
Estimated turnover
rate for the future
40%, 61%
Equity settlement
Employee stock
optionprogram
2013-08-13
3,000
6 years
Service for next four
years
-
-
Employee stock
options
Cash capital increase
reserved for
employee
subscription
2018-08-10
1,800
5 years
Immediate vesting
-
-
  • 255 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

The Company has passed the issuance of employee stock options through the resolution of the board of directors’ meeting on August 21, 2020. The present issuance of total number of new common shares is 3,000 thousand shares, and the subscription price is to be specified based on the closing price of common shares of the Company on that day. Such shares are to be issued within one year from the date when the notice of effective registration of the competent authority is served, and such shares may be issued all at once or at discreet times depending upon the actual needs. The aforementioned issuance of employee stock options has been registered effectively with the Securities and Futures Bureau, FSC on September 16, 2020, and according to the resolution of the board of directors’ meeting on September 17, 2020, such shares are to be issued fully and the grant date fair value is NT$10.4.

Except that subscribers shall comply with the transfer suspension period of two years after the grant of employee stock options according to the law, the accumulated

exercisable subscription rights ratio is as follows:

Employee stock options

Employee stock options
grantperiod
Matured for two years
Matured for three years
Matured for four years
2020
60%
100%
None
2013
20%
60%
100%

2. Measurement parameter of fair value at grant date

The Company adopts the Black-Scholes option valuation model to estimate the fair value of the share-based payments at grant date, and the inputs for the model are as follows:

Dividend rate (Note)
Expected volatility (%)
Expected life of stock
options (years)
Risk-free interest rate (%)
2020
-%
45.77%
4 years
0.2916%
2018
-%
26.32%
Immediate vesting
0.8144%
2013
1.59%
33.25%
6 years
0.875%

Note: According to the 2020 Employee Stock Options Issuance Regulations of the Company, the subscription price will be adjusted (anti-dilution price adjustment) along with the issuance of dividends; therefore, it is not included in the calculation.

  • 256 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

3. Detailed information on the aforementioned employee share options is as follows:

Outstanding capital stock
on January 1
Grant quantity of current
period
Loss quantity of current
period
Outstanding capital stock
on December 31
2020
Weighted-av
erage
exercise
price(NT$)
Subscriptio
n quantity
(thousand
shares)
$ -
-
10.40
3,000
-
-
2020
Weighted-av
erage
exercise
price(NT$)
Subscriptio
n quantity
(thousand
shares)
$ -
-
10.40
3,000
-
-
2019
Weighted-aver
age exercise
price (NT$)
(Note)
Subscriptio
n quantity
(thousand
shares)
59.20
732

-
(732)
-
-
59.20
-
Weighted-av
erage
exercise
price(NT$)
$ -
10.40
-
Weighted-aver
age exercise
price (NT$)
(Note)
59.20

-
-
$
10.40
3,000 59.20

Note: Due to the capital reduction for covering losses executed by the Company, the conversion

price was adjusted to NT$59.20 according to the resolution approved by the board of directors on November 9, 2016.

ectors on November 9, 2016. ectors on November 9, 2016. ectors on November 9, 2016.
The outstanding subscription right information of the Company on December 31, 2020, is
as follows:
2020-12-31
Exercise price interval $ 10.40
Weighted-average remaining contractual life (years) 4

4. Employee expenses and liabilities

The expenses and liabilities arising from the share-based payments of the Company for 2020 and 2019 are as follows:

Expenses arising from employee stock options
(XVI) Earnings Per Share
Basic loss per share
Loss attributable to common shareholders of the
Company
Number of common shares with retroactive adjustment
outstanding shares for basic loss per share
2020 2019
-
2019
(60,369)
$
753
2020
$
(293,123)
206,394
$
(1.42)

206,394
(0.29)
  • 257 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

For 2020 and 2019, the covering of losses took place and there was no diluted effect. Accordingly, it is not necessary to disclose the diluted earnings per share.

(XVII) Remuneration of Employees, Directors, Supervisors

According to the Articles of Incorporation of the Company, when there is a profit in a fiscal year, 8% of the profit shall be allocated as the remuneration of employees and no more than 0.1% of the profit as the remuneration of directors and supervisors. However, when the Company still has accumulated losses, an amount shall be reserved for making up the accumulated losses first. The remuneration of employees may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of a holding or subordinate company satisfying certain criteria, and the board of directors is authorized to specify such criteria. The preceding two paragraphs shall be executed in accordance with the resolution of the board of directors’ meeting, and shall be reported to the shareholders’ meeting.

For 2020 and 2019, the covering of losses took place for the Company. Accordingly, the Company is not required to estimate the remunerations of employees, directors and supervisors. Relevant information is available for inquiry on the MOPS.

(XVIII) Revenue from Customer Contracts

1. Revenue details

2020

Primary regional markets:
Taiwan
China
U.S.A.
Belize
Others
Primary product/service line:
Photoelectric glass
Green building glass
Others
Optoelectron
ics
$ 222,689
244,904
15,163
125,143
58,911
Green
building
industry

509,849

7,603

156

-

-
Others

83,499

1,026,277

147
-
27,797
Total

816,037

1,278,784

15,466
125,143

86,708
$
666,810

517,608

1,137,720

2,322,138

$ 666,810
-
-



-
517,608
-


-

-
1,137,720


666,810
517,608

1,137,720
$
666,810

517,608

1,137,720

2,322,138
  • 258 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(continued)
Primary regional markets:
Taiwan
China
U.S.A.
Belize
Hong Kong
Others
Main products:
Photoelectric glass
Green building glass
Others
Optoelectron
ics
$ 140,320
198,253
27,931
451,299
151,835
104,905
2019 Total

657,932

1,247,519
30,003
451,299

177,981

132,813

2,697,547
1,074,543
506,323

1,116,681

2,697,547
Green
building
industry

497,814

171

2,072

-

-

6,266
Others

19,798

1,049,095

-
-
26,146

21,642
$
1,074,543

506,323

1,116,681

$ 1,074,543
-
-



-
506,323
-


-

-
1,116,681
$
1,074,543

506,323

1,116,681

2. Contract balance

Accounts receivable
Less: Allowance for loss
Total
Contract liabilities
2020-12-31
$ 767,387
(182,811)
2019-12-31
2019-01-01

738,769
821,100

(11,986)
(13,401)

$
584,576




726,783
807,699

$
3,594




5,957
6,653

For the disclosures of notes and accounts receivable and impairment thereof, please refer to Note 6(2).

The initial balances of contract liabilities of January 1, 2020 and 2019, recognized as income for 2020 and 2019 amounted to NT$4,449 thousand and NT$4,763 thousand respectively.

(XIX) Non-operating Income and Expenses

1. Interest income

Statement of interest income of the Company is as follows:

Interest income 2020
$
331
2019

2,364
  • 259 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

2. Other gains and losses

Statement of other gains and losses of the Company is as follows:

Foreign exchange loss
Gain (loss) on disposal and retirement of property,
plant and equipment
Rental income
Income from government subsidy
Gain on reversal of impairment
Other income
Other expenses
2020
$ (5,024)
(7,056)
101,333
22,390
71,389
17,214
(25,988)
2019

(871)

65,766

90,496

-

-

7,402

(31,333)

$
174,258


131,460

3. Financial costs

Statement of financial costs of the Company is as follows:

Interest expense
Bank borrowings
Corporate bonds payable
Others
2020
$ 32,334
-
1,748
2019

36,516
4,891

560
$
34,082
41,967

(XX) Financial Instruments

1. Credit risk

(1) Maximum credit risk exposure amount

The maximum credit risk exposure of financial assets is equal to their carrying amount. (2) Concentration of credit risk

The main potential credit risk of the Company comes from the financial commodities of cash and cash equivalents and accounts receivable. The cash of the Company is deposited at different financial institutions. The Company controls the credit risk of each financial institution exposed, and believes that there is no likelihood of obvious concentration of material credit risk in the cash and cash equivalents of the Company. Customers of the Company are concentrated in the optoelectronics industry, and to reduce accounts receivable credit risk, the Company continues to evaluate the financial status of customers, and periodically evaluates the feasibility of recovery of accounts receivable and appropriates allowance for losses, and impairment loss is within the

  • 260 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

expectations of the management. As of December 31, 2020 and 2019, the accounts receivable of these customers of the Company were 38% and 52% respectively, indicating that the Company is subject to obvious concentration of credit risk. (3) Credit risk of receivables and debt securities

Please refer to Note 6(2) for details on the credit risk exposure information related to notes receivable and accounts receivable. Other financial assets measured at amortized cost include other accounts receivable and time deposit certificates.

The aforementioned financial assets refer to financial assets with low credit risk; therefore, the allowance for losses for such periods is measured according to the 12-month expected credit loss amount (please refer to Note 4(6) for details on how the Company makes the judgment on low credit risk). The changes of the allowance for losses for 2020 and 2019 are as follows:

Balance on January 1, 2020
Impairment loss reversed
Balance on December 31, 2020
Balance on January 1, 2019
Impairment loss recognized
Balance on December 31, 2019
Other
receivables
$ 1,064
(398)

$
666
$ 843
221
$
1,064

2. Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments but excluding the impact of netting agreements.

December 31, 2020
Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Secured non-financial institution
loans
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment
payable
Lease liabilities
Carrying
amount
Contractua
l cash
flows
Within 1
year
1-3years 3-5years More than
5years
$ 1,493,718
474,209
3,376
232,246
98,249
3,424
50,877

1,592,851

479,368

3,395

232,246

98,249

3,424

51,381

361,872

479,368

3,395

232,246

98,249

3,424

51,381

385,769

-

-

-

-

-

-

401,065
-
-
-
-
-
-

444,145
-
-
-
-
-
-

$ 2,356,099



2,460,914



1,229,935


385,769

401,065

444,145
  • 261 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

December 31, 2019
Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Secured non-financial institution
loans
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment
payable
Lease liabilities
Carrying
amount
Contractua
l cash
flows
Within 1
year
1-3years 3-5years



$ 2,283,742
2,343,935
1,470,184
359,162
480,131
34,458

The Company does not expect that the timing of the occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, or that the actual cash flow amount will be significantly different.

3. Exchange rate risk

(1) Exchange rate risk exposure

The Company’s financial assets and liabilities exposed to significant exchange rate risk are as follows:

Financial assets
Monetary items
USD : NTD
Non-monetary
items
USD : NTD
Financial liabilities
Monetary items
USD : NTD
2020-12-31 2019-12-31
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD
626,582
216,865
399,064

(2) Sensitivity analysis

The Company’s exposure to foreign currency risk mainly comes from cash and cash equivalents, accounts receivable, loans and borrowings, and accounts payable that are denominated in foreign currencies, and foreign exchange gain or loss occurs during the

  • 262 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

translation. As of December 31, 2020 and 2019, in case of depreciation or appreciation

of the NTD against the USD by 1% and other factors remaining unchanged, the net income after tax in 2020 and 2019 would have been increased or decreased by NT$2,877 thousand and NT$1,821 thousand, respectively. The analysis for the two periods adopted the same basis.

(3) Exchange gain or loss of monetary items

The information on the amount of exchange gain or loss (including realized and

unrealized) of monetary items of the Company translated to the functional currency of

NTD (i.e. the presentation currency of the Company) is as follows:

TWD 2020
Exchange
gain(loss)
Average
exchange
rate
$ (5,024)
29.53
2019
Exchange
gain(loss)
Average
exchange
rate
(871)
30.87
Exchange
gain(loss)
$ (5,024)
Exchange
gain(loss)
(871)

4. Interest rate analysis

Please refer to the note on liquidity risk management for the interest rate exposure of the Company’s financial assets and liabilities.

The sensitivity analyses below were determined based on the exposure to interest rates for non-derivative instruments on the reporting date. Regarding assets with variable interest rates, the analysis is on the basis of the assumption that the amount of assets outstanding at the report date was outstanding throughout the year. The rate of change is expressed as the increment or decrement by 1% when reporting internally to the management personnel of the Company, which also represents the management’s assessment of the reasonable interest rate change.

If the interest rate had increased or decreased by 1%, under conditions where other variables remained unchanged, then the Company’s net income after tax would have increased or decreased by NT$19,713 thousand and NT$19,362 thousand in 2020 and 2019 respectively, which was mainly due to the loans at variable interest rate of the Company.

  • 263 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

5. Fair value information

(1) Categories and fair value of financial instruments

The financial assets and liabilities measured at fair price through profit or loss of the Company are measured at fair price based on the repetitiveness. The information on the carrying amount and fair value of various financial assets and financial liabilities (including fair value and level information; however, for the carrying amount of financial instruments not measured at fair value as the reasonable close value of fair value, and lease liabilities, their fair values are not required to be disclosed according to the regulations) is as follows:

Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other financial assets - current
Other financial assets - non-current
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment payable
Lease liabilities
Long-term borrowings (including the
portion with maturity in one year)
Total
2020-12-31 2020-12-31 2020-12-31
Carrying
amount
$ 427,554
584,576
105,214
6,518
Fair value Total
-
-
-
-
Level 1

-
-
-

-
Level 2
-
-
-
-
Level 3
-
-
-
-

$
1,123,862


-
- - -
$ 569,777
232,246
98,249
3,424
50,877
1,401,526

-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
2,356,099


-
- - -
  • 264 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other financial assets - current
Other financial assets - non-current
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes and accounts payable
(including related parties)
Other payables
Construction and equipment payable
Lease liabilities (including
non-current)
Long-term borrowings (including the
portion with maturity in one year)
Total
2019-12-31 2019-12-31 2019-12-31
Carrying
amount
$ 218,222
726,783
176,416
5,860
Fair value Total
-
-
-
-
Level 1

-

-

-

-
Level 2
-
-
-
-
Level 3
-
-
-
-

$
1,127,281


-
- - -
$ 774,453
205,591
91,052
682
50,256
1,161,708

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
2,283,742


-
- - -

(2) Fair value valuation technique for financial instruments not measured at fair value

The methods and assumptions the Company adopted to estimate the instruments

not measured at fair value are as follows:

(2.1) Financial assets and liabilities at amortized cost

If there is transaction or quote information from a market maker, then the latest transaction price and quote information are used as the basis for the evaluation of the fair value. If no market price is available for reference, then a valuation method is used for estimation. The estimation and assumption adopted for the valuation method refers to the discounted value of the cash flow estimated fair value.

(3) Fair value valuation technique for financial instruments measured at fair value (3.1) Non-derivative financial instruments

  • 265 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

When a financial instrument has an active market open quote, then the open quote of the active market is used for the fair value. For the market price of the main exchange and announced by the exchange center of the central government determined to be on-the-run securities, the publicly listed equity instruments and debt instruments with an active market open quote are determined to have a basis for fair value.

If an open quote of a financial instrument can be timely and frequently obtained from an exchange, broker, underwriter, industry association, pricing service institution or competent authority, and the price represents an actual and frequently occurring fair market transaction, then the financial instrument has an active market open quote. If the aforementioned criteria are not met, then the market is deemed to be inactive. In general, when the bid-ask spread is great, and the bid-ask spread obviously increases or the trading volume is small, then it serves as indicators of an inactive market.

Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. For the fair value of financial instruments measured by using valuation techniques, reference can be made to the current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculations by model using market information available at the balance sheet date.

If a financial instrument held by the Company has no active market, then its fair value is determined according to the following category and attribute:

  • Equity instrument without open quote: The market comparable company method is used to estimate the fair value, and its main assumption is to use the rate of return on investees as the basis for measurement. For the estimated value, the discount effect of the lack of market liquidity of such equity security has been adjusted.

  • (3.2) Derivative financial instruments

The valuation is based on the valuation model widely used and accepted by users in the market, such as discount method and option pricing model. Forward exchange agreement is typically evaluated based on the current forward exchange rate.

  • (4) Transfer between Level 1 and Level 2

The Company was not subject to any transfer of financial assets and liabilities for 2020 and 2019.

  • 266 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(XXI) Financial Risk Management

1. Overview

The Company is exposed to the following risks arising from the use of financial

instruments:

  • (1) Credit risk

  • (2) Liquidity risk

  • (3) Market risk

This note discloses information about the Company’s exposure to the aforementioned risks, and its goals, policies and procedures regarding the measurement and management of these risks. For additional quantitative disclosures of these risks, please refer to the notes regarding each risk disclosed throughout the unconsolidated financial statements.

2. Risk management framework

The board of directors is fully responsible for the establishment and oversight of the risk management framework of the Company. For the board of directors, the chairperson’s office is responsible for the development and control of the financial risk management policies of the Company and to provide reports on the operation thereof to the board of directors periodically.

The establishment of the financial risk management policy of the Company is to identify and analyze the financial risk faced by the Company, and to set up appropriate financial risk limits and control, as well as to monitor risk and risk limit compliance. The financial risk management policy is reviewed periodically to reflect market conditions and changes in the operation of the Company. The Company, through training, management standards and operation procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee of the Company monitors the management personnel, such as monitoring of the financial risk management policy and procedure compliance of the Company, and reviews the appropriateness of relevant financial management framework for the risks faced by the Company. The internal auditing personnel of the

  • 267 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

Company provides assistance to the board of directors of the Company to perform their role of supervision. Such personnel undertakes both regular and ad hoc reviews of risk management controls and procedures, and the results thereof are reported to the audit committee.

3. Credit risk

Credit risk refers to the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises primarily from the Company’s receivables from customers’ notes and accounts as well as bank deposits.

  • (1) Accounts receivable and other receivables

The credit risk exposure of the Company is mainly affected by the individual condition of each customer. However, the management considers the basic statistical data of customers of the Company, including the industry of customers and country default risk since such factors may affect the credit risk.

The Company has established a credit policy, and according to such policy, before the Company makes standard payment and delivery terms, it is necessary to analyze the credit raking of each new customer individually.

The Company has set up an allowance for bad debt account to reflect the estimated losses arising from notes receivable and others receivable as well as investments. The allowance for debt account mainly consists of a specific loss component relating to individually significant exposure, and a combinational loss component established for losses already occurred but not yet identified in similar asset groups. The combinational loss account allowance account is determined based on the statistical data of past payments of similar financial assets. (2) Investments

The credit risk of bank deposits and other financial instruments is measured and monitored by the financial department of the Company. Since the transaction counterparties and the contract performance parties of the Company are banks with excellent credit standing, there are no non-compliance issues; therefore, there is no significant credit risk.

  • 268 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(3) Guarantees

The Company’s policy is executed in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. As of December 31, 2020 and 2019, the Company has not provided any endorsements/guarantees.

4. Liquidity risk

Liquidity risk refers to the risk that the Company is unable to deliver cash or other financial assets for repayment of financial debts, and the risk of failure to perform relevant obligations. The Company’s liquidity management method is to ensure that under general conditions and conditions of pressure, the Company is still able to have sufficient working capital capable of paying liabilities that are due for payment, such that unacceptable loss would not occur or the risk of the reputation of the Company being damaged would not occur. In recent years, to cope with the significant operating loss due to impact of the industrial economy such that the impact of the significantly increased liquidity risk can be reduced, the Company is currently actively improving cash flows; please refer to Note 6(24) for a detailed explanation. Accordingly, the Company has evaluated that there is no liquidity risk of failure to obtain sufficient capital to fulfill contract obligations in the next year.

As of December 31, 2020 and 2019, the unused amount of bank financing of the Company were NT$143,952 thousand and NT$100,565 thousand, respectively.

5. Market risk

Market risk refers to the risk in the change of market prices, such as foreign exchange rates and interest rates, affecting the Company’s income or the value of holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within an acceptable range, and to optimize investment returns.

To manage the market risk, the Company engages in derivative instrument transactions and also generates financial assets and liabilities accordingly. The all transactions were executed in accordance with the instructions of the board of

  • 269 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

directors.

(1) Exchange rate risk

The Company is exposed to currency risk on transactions of sales, purchases and loans that are denominated in a currency other than the respective functional currencies of the Group. The functional currencies of the Group are mainly NTD and USD. The main pricing currency for such transactions is NTD and USD.

In addition, based on the principle of natural hedging, the Company performs hedging according to the capital demand of each currency and the net position with respect to the market exchange condition.

(2) Interest rate risk

The Company’s policy is to ensure that the loan interest rate change risk exposure is evaluated according to the international economic status and market interest rates.

(XXII) Capital Management

The Company’s capital management objective is to safeguard the Company’s ability to continue as a going concern in order to continue to provide returns for shareholders and interests of other stakeholders, as well as to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, execute capital reduction to return share capital to shareholders, issue new shares or sell assets in order to repay debts.

The Company, similar to others in the same industry, uses the debt-to-capital ratio as the basis for capital control and monitoring. Such ratio is calculated by dividing the net liabilities by the total capital. The net liabilities refer to the total liabilities indicated on the balance sheet less cash and cash equivalents. Total capital refers to all components (i.e. share capital, capital surplus, retained earnings and other equity) of equity plus net liabilities.

The capital management strategy of the Company in 2020 was consistent with the one in 2019, and the strategy was to ensure that the Company is able to perform financing at a reasonable cost. For the years ended December 31, 2020 and 2019, the debt-to-capital ratio is as follows:

  • 270 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

(continued)
Total liabilities
Less: Cash and cash equivalent
Net liabilities
Total equity
Capital after adjustment
Debt-to-capital ratio
2020-12-31
$ 2,442,732
(427,554)
2019-12-31
2,322,133
(218,222)

2,015,178
1,537,293

2,103,911
1,517,481
$
3,552,471
3,621,392

56.73%

58%

(XXIII) Non-cash Transaction Investments and Financing Activities

Statement of the change to the acquisition of property, plant and equipment of the Company for 2020 and 2019 is as follows:

Company for 2020 and 2019 is as follows:
Purchase of property, plant and equipment in the current
period
Add: Equipment and construction payables at beginning
of the period
Less: Equipment and construction payables at end of the
period
2020

$ 6,846
682
(3,424)
2019

3,081

591

(682)

$
4,104


2,990

(XXIV) Sound Financial Plan

Due to rapid changes in the industry, the Company has suffered continuous loss in recent years, and the management of the Company has consecutively adopted the following measures in order to ensure the operation of the Company and to improve the financial structure and cash flow in a positive direction. In response to these circumstances, the Company plans to adopt the following plans:

1. Operations

  • (1) Actively combining various core technical developments for integrated applications in order to satisfy high customization demands and new technologies for terminal products, and continuing to enhance and adjust market order acceptance capability, thereby strengthening and expanding the market while satisfying customer demands and enhancing the foundation to improve the market share.

  • (2) Extending the diverse operations of industrial on-board vehicle control and smart building related industries, reducing reliance on consumer electronics and continuing to develop new products and adjusting market position, in order to acquire sales of niche products.

  • (3) Establishing strategic alliances and partnerships with overseas manufacturers with advanced key technologies, and engaging in joint development of electrochromic

  • 271 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

glass products with high economic value.

  • (4) Future plans for Smart Vehicle and Smart Building Glass Products

  • (a) Development and promotion of 3D high transmittance multi-layer coating technology.

  • (b) Development and promotion of vehicle display multi-curved glass with advanced design.

  • (c) Continued promotion of power generating board adhesive products for curtain walls.

  • (d) Development and promotion of PDLC (Polymer Dispersed Liquid Crystal) adhesive product.

  • (e) Development and promotion of manufacturing processes for Smart Windows (electrochromic glass) with integrated building adhesive/IGZO.

  • (f) Development of LED layer glass curtain walls.

2. Management

  • (1) Adjusting the organizational structure, implementing simplification policies, fully utilizing the advantages of outsourcing to rigorously control costs and expenditures.

  • (2) Improving production management efficiency, reducing material loss and implementing inventory management, reducing idle loss. All of these measures are being executed actively by the manufacturing management department, and its outcome has started to take effect, and control and monitoring will continue to be implemented.

  • (3) Improving the accuracy of sales forecasts, rigorously controlling raw material purchases, enhancing the flexibility of capital use, improving efficiency and reducing operating costs.

  • (4) Expediting the introduction of second source materials in order to effectively control and reduce material costs.

  • (5) Implementing rigorous review of the control of expenditures, reducing expenditures and unnecessary waste of resources. Proper implementation has started to demonstrate positive outcomes.

  • (6) In the future, the focus will be on the introduction of new technologies or manufacturing processes, and the necessary capital expense for improving machinery and equipment production efficiency will be increased. In addition, rigorous investment benefit analysis will also be thoroughly executed in order to maximize the capital expenditure effect.

3. Finance

  • (1) Implementing cost and expense reduction plans, saving expenditures and maintaining safe levels for capital and reducing the cumulation of working capital.

  • (2) Continue negotiating bank quotas and limits, and enhancing the business dealings with banks in order to ensure sufficient working capital.

  • 272 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

VII. Related Party Transactions

(I) Names of related parties and relationships

The related parties of subsidiaries of the Company and others that have had transactions with the Company during the periods covered in these unconsolidated financial statements are as follows:

Related party name
Hon Hai Precision Industry Co., Ltd.
Chin Ming Glass Co., Ltd.
PT. Sharp Electronics Indonesia
FIH (Hong Kong) Limited
Asia Pacific Telecom Co., Ltd.
Nanjing Innolux Optoelectronics Ltd.
General Interface Solution Ltd.
Futaihua Industry (Shenzhen) Co., Ltd.
Foxconn Global Network Corporation
General Interface Solution Business
(Shenzhen) Co., Ltd.
Innolux Corporation
Chiun Mai Communication Systems Inc.
Hongfujin Precision Industry (Wuhan) Co., Ltd.
Foshan Innolux Optoelectronics Ltd.
Ennoconn Corporation
Lankao Yufu Precision Technology Co., Ltd.
Ningbo Innolux Optoelectronics Ltd.
Zhengzhou Yuteng Precision Co., Ltd.
Fast Achievement Global Ltd.
Golden Start Global Corp.
Charmtex Global Corp.
Ruizhida Optoelectronics (Chengdu) Co., Ltd.
Brave Advance International Corp.
Relationship with the Company
Investment company using the indirect
equity method on the Company
The chairperson of this company is a
relative within the second degree of
kinship of the chairperson of the
Company
Its ultimate parent company is an
investment company using the indirect
equity method on the Company
"
"
"
"
"
"
"
"
"

"
"
"
"
"
"
Subsidiary of the Company
"
"
"
Associate of subsidiary of the Company
  • 273 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

Relatedparty name
Win World Opto-Glass(Dongguan)co., Ltd.
Relationship with the Company
under direct equity method (Note)
"

(Note) The Company lost the controlling power on Brave Advance International Corp. and Win World Opto-Glass(Dongguan)co., Ltd. In January 2019.

(II) Significant related party transactions and balances

1. Operating revenue

The significant sales of the Company to related parties were as follows:

Other related parties 2020
$
334,688
2019

395,172

The price and payment collection terms for the sales of the Company to other related parties are open account 45~120 days, and there are no major differences for general customers.

2. Purchases

Purchase costs of the Company from related parties were as follows:

Other related parties:
Futaihua Industry (Shenzhen) Co., Ltd.
Other related parties
2020
$ 764,689
157,885
2019

570,237

107,216

677,453
$
922,574

The purchases from related parties by the Company refer to single suppliers, and the payment terms are open account 45~90 days, and the payment terms for general suppliers are LC120 days and open account 45~90 days.

  • 274 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

3. Receivables from related parties

Statement of receivables from related parties of the Company is as follows:

Accounts Type of related party 2020-12-31

$ 2,383
93,724
16
$
96,123
2019-12-31
95,439
34,356
38
129,833
Accounts receivable -
related parties
Other financial assets -
current
Other related parties:
Nanjing Innolux Optoelectronics
Ltd.
Other related parties
Other related parties

4. Payables to related parties

Statement of payables to related parties of the Company is as follows:

Accounts Type of related party 2020-12-31
$ 148,026
9,523
4,337
6,511
$
168,397
2019-12-31
109,471
28,667
7,655
8,881
154,674
Accounts payable -
related parties
Other payables
Other related parties:
Futaihua Industry (Shenzhen)
Co., Ltd.
Chin Ming Glass Co., Ltd.
Other related parties
Other related parties

5. Property transactions

Disposal of property, plant and equipment

Type of related party
Other related parties:
Chin Ming Glass Co., Ltd.
2019
Disposal
proceeds
Disposal gain
(loss)
$
151,680
65,498

The Company sold its land and buildings (including various equipment therein) in Tongluo Township, Miaoli County in June 2019 to other related parties. The total area of the land was 5,088.20306 m2, and the total price was NT$151,680 thousand (tax excluded). The aforementioned amount has been collected completely.

  • 275 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

6. Leases

The Company leased the facility office building at Tainan Science Park from other related parties and signed a three-year lease contract with reference to the office rental market price in the neighboring area, and the contract total price was NT$164,724 thousand. The interest expenses recognized for 2020 and 2019 were NT$505 thousand and NT$560 thousand respectively. Subsequently, the Company renewed a one-year lease contract with other related parties in December 2020, and the contract total price was NT$51,381 thousand. As of December 31, 2020 and 2019, the lease liabilities balances were NT$50,877 and NT$50,256 thousand, respectively.

(III) Personnel transactions from key management

Remuneration of key management includes:

Salary
Short-term employee benefits
2020 2019

10,841

628
$ 10,406
910
$
11,316

11,469

VIII. Pledged Assets

Statement of the carrying value of pledged or secured assets of the Company is as follows:

Asset name
Time deposits (recognized as other
financial assets-current)
Property, plant and equipment
Investment property
Pledged or secured
subject matter
2020-12-31
$ 101,126
685,689
1,115,068
2019-12-31
132,040
1,775,381
-
Customs bonds and
borrowings
Bank borrowings
$
1,901,883
1,907,421

IX. Significant Contingent Liabilities and Unrecognized Commitments: None.

X. Significant Disaster Loss: None.

XI. Significant Subsequent Events: None.

  • 276 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

XII. Others

A summary of employee benefits, depreciation, depletion and amortization expenses, by function, is as follows:

By function
By nature

2020

2020

2020
2019 2019 2019
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefit
expense
Salary expense
Labor and health
insurance expense
Pension expense
Remuneration of
directors
Other employee
benefit expenses
Depreciation expense
Amortization expense
207,224
19,189
8,461
-
10,138
231,549
447
84,582
7,184
4,156
1,145
2,838
18,290
3,648

291,806

26,373

12,617

1,145

12,976

249,839

4,095

199,149

20,404

8,790

-

10,790

254,589

893
87,049
8,252
4,705
1,065
2,768
21,567
667
286,198
28,656
13,495
1,065
13,558
276,156
1,560

The depreciations of other gains and losses recognized under non-operating revenue and

expenses of the Company for 2020 and 2019 were NT$22,062 thousand and NT$29,997

thousand, respectively.

Additional information on the number of employees and employee benefit expenses of the Company for 2020 and 2019 is as follows:

Number of employees
Number of directors without concurrent position as
employee
Average employee benefit expenses
Average employee salary expense
Adjustment status of average employee salary expense
Remuneration of supervisors
2020
456
2020
456
2019

503
4
4
$
761

685
$
646

574
12.54%
$
560
12.54%
560

Information on remuneration policy (including directors, supervisors, managerial officers and employees) of the Company is as follows:

  • 277 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(I) Directors, Supervisors

In terms of the remuneration to directors and supervisors such as transportation fees, business operation expenses, and surplus distribution, after the Company’s remuneration for directors and supervisors has been reviewed by the Salary and Remuneration Committee according to the Company’s Articles of Incorporation, the board of directors is authorized to set the salaries for the directors and supervisors based on their participation in the Company’s operations, contribution value, as well as the industry standards. The remuneration distribution standard for surplus distribution to directors and supervisors is based on the Company’s Articles of Incorporation, and shall be submitted to the board of directors for review and be issued after it has passed the shareholders’ meeting resolution.

(II) President and Vice Presidents

The remuneration of the president and vice president includes salary, employee dividends, employee stock options, and new restricted shares for subscription. Salary standards are based on contributions to the Company and reference to peer standards. The employee dividend distribution standard shall be based on the Company’s Articles of Incorporation, be submitted to the Remuneration Committee for deliberation, and then issued after the proposal has passed the resolution of the board of directors’ or shareholders’ meeting. Employee stock options, and new restricted shares for subscription issuance standards were evaluated based on contributions to the Company and its future development.

(III) Employees

The remuneration of employees include the full salary (base salary, meal allowance and duty allowance), other allowances, cash gift, performance bonus, year-end bonus, employee bonus, and employee stock option, etc. The full salary payment standard references to the common standard adopted in the market of the same industry, job duty at the Company and contribution to the Company. In addition, the salary adjustment policy is established based on the operating status of the Company along with the consideration of the domestic economic growth rate, price index, industry salary adjustment status, etc., in conjunction with personal work performance and value

  • 278 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

contribution. The issuance of other allowances, cash gift, performance bonus, year-end bonus, employee bonus and employee stock option is handled in accordance with the articles of Incorporation and management regulations of the Company.

XIII. Separately Disclosed Items

(I) Significant transactions information

In accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, for the year of 2020, the significant transactions related information required to be further disclosed by the Company is as follows:

  1. Loaning funds to others: None.

  2. Endorsements/guarantees made for others: None.

  3. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint venture equities): None.

  4. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or20% of the Company’s paid-in capital: None.

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

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

  7. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more:

Unit: NTD thousand

Company of
purchase (sale)
Related party name Relationship Transacti on details Differenc
conditio
transacti
e of transaction
ns with general
ons and reasons
Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)
Remar
ks
Purchase
(sale)
Amount Percentage
of total
purchase
(sale)
Payment
term
Unit price Payment term Balance Percentage of
total notes
and accounts
receivable
(payable)
G-TECH
Optoelectronics
Corporation
Futaihua Industry
(Shenzhen) Co., Ltd.
Other related parties Purchase 764,689 46.72% DA 45 DAYS - (148,026) (63.74)%
G-TECH
Optoelectronics
Corporation
Chin Ming Glass Co.,
Ltd.
Other related parties Purchase 140,286 8.57%
Open
account 60
days T/T
- (9,523) (4.10)%
  • 279 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

  1. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  2. Trading in derivative instruments: None.

  3. (II) Information on investees:

The information on investees of the Company in 2020 (excluding investees in China) is as

follows:

Unit: NTD thousand/USD thousand

Name of investor Name of investee Location Main
business
items
Original investment amount Original investment amount End of term holding of term holding Current profit
or loss of
investee
Current
investment
profit/loss
recognized
Remar
ks
End of current
period
End of last year Number of
shares
Ratio Carrying amount
G-TECH
Optoelectronics
Corporation
Fast Achievement
Global Ltd.
Cayman
Islands
Holding 15,379
(USD540)
15,379
(USD540


540,000

100.00%
47,493 2,588
(USD88)
2,588
(USD88)
G-TECH
Optoelectronics
Corporation
Golden Start Global
Corp.
Samoa Holding 2,033,226
(USD71,391)
2,033,226
(USD71,391)

71,391,373

100.00%
104,041 (67,414)
(USD(2,283))
(67,414)
(USD(2,283))
Fast Achievement
Global Ltd.
Brave Advance
International Corp.
Samoa Holding 14,240
(USD500)
14,240
(USD500)


500,000

25.00%
47,473
(USD1,667)
10,348
(USD350)
2,588
(USD88)
Golden Start Global
Corp.
Charmtex Global
Corp.
Samoa Holding 2,032,657
(USD71,371)
2,032,657
(USD71,371)


71,371,373

100.00%
104,032
(USD3,653)
(67,414)
(USD(2,283))
(67,414)
(USD(2,283))
  • 280 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements (continued)

(III) Information on Investments in China:

  1. Information of name of investees in China, and main business items:

Unit: NTD thousand

==> picture [449 x 362] intentionally omitted <==

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

Name of Main business Paid-in Invest Accumulated Outward remittance or Accumulated Current profit % of Current Investment Accumulate
investee in items capital ment outward repatriation of outward or loss of ownership of investment carrying value d
China: metho remittance investment amount at remittance for investee direct or profit/loss at end of the repatriatio
d for beginning of the current investment indirect recognized period n of
investment period from Taiwan investment investment
from Taiwan Outward Repatriati at end of the by the income as
at beginning remittance on current period Company of end of
of the current
current period
period
[Win World ] Manufacturing 676,115 Note 676,115 - - 676,115 6,442 25.00% 1,611 15,069 -
Opto-Glass(Dong and sale of (USD23,740) 1 (USD23,740) (USD23,740) (US218) (USD55) (USD529)
guan)co., Ltd TFT-LCD panel
display screen
materials
[G-TECH ] Manufacturing 1,993,600 Note 1,993,600 - - 1,993,600 (67,660) 100.00% (67,660) 99,966 -
Optoelectronics and sale of (USD70,000) 2 (USD70,000) (USD70,000) (USD(2,291)) (USD(2,291)) (USD3,510)
(Chengdu) co., TFT-LCD panel
Ltd display screen
materials
----- End of picture text -----

  • Note 1: The Company invested in Win World Opto-Glass(Dongguan)co., Ltd. in China indirectly via the investee Brave Advance International Corp. of the investment enterprise Fast Achievement Global Ltd. in a third region. In January 2019, due to the cash capital increase executed by Brave Advance International Corp. and the Group not subscribing according to the shareholding ratio, the Group lost its controlling power over the investee.

  • Note 2: The Company invested in G-TECH Optoelectronics (Chengdu) Co., Ltd. in China indirectly via the investee Charmtex Global Corp. of the investment enterprise Golden Start Global Corp. in a third region.

  • 281 -

Notes to the G-TECH Optoelectronics Corporation Unconsolidated Financial Statements

(continued)

2. Upper limit on the amount of investment in China region:

Accumulated outward
remittance for investment in
China region at end of the
period
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on the
Amount of Investment
Stipulated by
Investment
Commission, MOEA
2,669,715
(USD93,740)
2,669,715
(USD93,740)
-
(Including machine
construction fee of 244,444)
(USD8,583)
(Including machine
construction fee of
264,180)
(USD9,276)
-

Note: The Company has received the certificate for compliance with operational headquarter business scope issued by the Industrial Development Bureau, MOEA, on August 26, 2019. Accordingly the Company is not restricted by the investment limit requirement.

3. Significant transactions with investees in China:

Please refer to the explanation provided in the “Significant Transactions Information” for direct and indirect significant transactions between the Company and investees in China in 2020.

(IV) Information on Major Shareholders:

mation on Major Shareholders:
Shares
Name of major shareholder
Shareholding Shareholding
percentage
Hong Yuan International Investment Co., Ltd. 15,728,165 7.62%
Bao Xin International Investment Co., Ltd. 10,922,337 5.29%

XIV. Information on Segments

Please refer to the 2020 consolidated financial statements for details.

  • 282 -

G-Tech Optoelectronics Corp. Chairman: Chung,Chih-Ming