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GLOBAL PMX Annual Report 2019

Jun 30, 2020

52403_rns_2020-06-30_2929308d-05bc-46b8-be41-6a59a951cf78.pdf

Annual Report

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(Stock Code: 4551)

GLOBAL PMX CO., LTD.

2019 Annual Report

Annual report inquiry website: Market Observation Post System: http://mops.twse.com.tw Corporate website: http://www.global.com.tw The date of publication: May 31, 2020

1. Spokesperson

Name of Spokesperson : Maggie Lin Title : Sales and Marketing Deputy Director Tel : (02) 2696-2060#260 E-mail : [email protected] Name of Deputy Spokesperson: Richard Yen Title : Administrative Deputy Director Tel : (03) 496-1108#10 E-mail : [email protected]

2. Addresses and Telephone Numbers for Headquarter and Plant

Headquarter : 16F, No.102, Sec.1, Xintai 5[th] Rd., Xizhi Dist., New Taipei City 22102, Taiwan (R.O.C) Tel : (02) 2696-2060 Plant : 3F, No.6, Yu 3[rd] Rd., (Youshi Industrial Area) Yangmei Dist., Taoyuan City 32661, Taiwan (R.O.C) Tel : (03) 496-1108

3. Stock Transfer Agent

Name : SinoPac Securities Co., Ltd. Address : 3F, No.17, Bo’ ai Rd., Zhongzheng Dist., Taipei City 10044, Taiwan (R.O.C) Tel : (02) 2381-6288 Website : http://www.sinopac.com

4.Name of CPA, accountant firm, address, telephone and website of CPA responsible for the latest annual financial statement

Name of CPA : Accountants Weng, Roy and Kuo, Frida N.
Accounting Firm : Deloitte Touche Tohmatsu Limited, Taiwan
Address : 20thF, No.100, Songren Rd., Sinyi District Taipei City 11073,
Taiwan (R.O.C)
Tel : (02) 2725-9988
Website :http://www.deloitte.com.tw

5.Overseas Securities Exchange : N/A

6.Corporate Website : http://www.global.com.tw

Table of Contents

I. Letter to Shareholders 1. The 2019 Annual Operating Report ............................................................................... 3 2. The 2020 Business Plan Summary ................................................................................. 4 3. The Future Development Strategy of the Company ....................................................... 5 4. Influences of External Competitive Environment, Regulatory Environment and the Overall Business Environment ............................................................................... 5 II. Company Profile 1. Date of Incorporation ..................................................................................................... 6 2. A Brief History of the Company..................................................................................... 6 III. Corporate Governance Report 1. Organizational System ................................................................................................. 8 2. Information of Directions, General Managers, Deputy General Managers, Deputy Assistant General Managers, and the Supervisors of All the Company’s Divisions and Branch Units .........................................................................................11 3. Most Recent Remuneration of Directors, Supervisors, General Managers, Deputy General Managers .......................................................................................... 20 4. The State of the Company’s Implementation of Corporate Governance ..................... 26 5. Information on CPA Professional Fees ........................................................................ 80 6. Information on Replacement of Certified Public Accountant: ..................................... 82 7. The Status of the Company’s Chairperson, General Manager, or any Managerial Officer in Charge of Finance or Accounting Matters Has in the Most Recent Year Held a Position at the Accounting Firm of Its Certified Public Accountant or at an Affiliated Enterprises of Such Accounting Firm ............................................ 83 8. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests (During The Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report) by a Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More than 10 Percent during the Most Recent Fiscal Year or during the Current Fiscal Year up to The Date of Publication of the Annual Report ................................................................. 83

  1. Relationship Information, if among the Company’s 10 Largest Shareholders any One is a Related Part of a Relative within the Second Degree of Kinship of Another ....................................................................................................................... 86 10. The Total Number of Shares and Total Equity Stake Held in any Single Enterprise by The Company, Its Directors and Supervisors, Managers, and any Companies Controlled either Directly or Indirectly by the Company ........................ 87

IV. Capital Overview

  1. Capital and Shares ........................................................................................................ 88 2. Corporate Bonds ........................................................................................................... 95 3. Preferred Shares ........................................................................................................... 96 4. Global Depository Receipts (GDR) ............................................................................. 96 5. Employee Stock Warrants ............................................................................................ 97 6. New Restricted Employee Shares ................................................................................ 97 7. States of New Shares Issuance in Connection with Mergers and Acquisitions ........... 97 8. The Status of Implementations of Capital Allocation Plans ......................................... 98 V. Operational Highlights 1. Business Activities ..................................................................................................... 100 2. Market and Sales Overview ....................................................................................... 122 3. The Number of Employees Employed for the 2 Most Recent Fiscal Years, and During the Current Fiscal Year up to the Date of Publication of The Annual Report, Their Average Years of Service, Average Age, and Education Levels ......... 136 4. Disbursement for Environmental Protection .............................................................. 136 5. Labor Relations .......................................................................................................... 136 6. Important Contracts .................................................................................................... 140

VI. Financial Overview

  1. Condensed Balance Sheets and Statements of Comprehensive Income for the Past 5 Fiscal Years, Showing the Name of The Certified Public Account and the Auditor’s Opinion Given Thereby ...................................................................... 142

  2. Financial Inforamtion in the Past 5 Fiscal Years ........................................................ 149 3. Audit Committee’s Report for The Most Recent Year’s Financial Statement ............ 155 4. Financial Statement for the Most Recent Fiscal Year ................................................ 156 5. A Parent Company Only Financial Statement for the Most Recent Fiscal Year Certified by a CPA .................................................................................................... 156 6. If the Company or Its Affiliates Have Experienced Financial Difficulties in the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report ............................................................................. 156 VII. A Review and Analysis of the Company’s Financial Position and Financial Performance, and a List of Risks 1. Financial Position ....................................................................................................... 157 2. Financial Performance ................................................................................................ 158 3. Cash Flow ................................................................................................................... 160 4. The Impact of Any Material Capital Expenditures over the Most Recent Fiscal Year upon the Financial and Operating Condition ................................................... 161 5. The Policy for the Most Recent Fiscal Year on Investments in other Companies, the Main Reasons for Profit/Losses Resulting Therefrom, Improvement, and Investment Plans for the Coming Fiscal Year ........................................................... 161 6. The Analysis and Assessment for Risk ....................................................................... 164 7. Other Important Matters ............................................................................................. 171 VIII. Special Disclosure 1. Information Related to the Company’s Affiliates ....................................................... 172 2. Transaction about the Company’s Private Placement of Securities during the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report ............................................................................. 179 3. Holding or Disposal of Shares in the Company by the Company’s Subsidiaries during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report ................................................................. 179 4. Other Maters that Require Addition Description ....................................................... 179

  3. If any of The Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, Which Might Materially Affect Shareholders’ Equity or the Price of the Company’s Securities, Has Occurred During the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report ............................................................................. 179 Attachment 1: The Most Recent Year’s Financial Statement ........................................... 180 Attachment 2: Financial Statement for the Most Recent Fiscal Year, Including an Auditor’s Report Prepared by a Certified Public Account ...................................... 259

I. Letter to Shareholders

Dear Shareholders,

Thank you for your long-term support and encouragement.

Global PMX has had another great year of results and continued high profits. First of all, we must thank you all for the support and our employees for their hard work and commitment. In additional to the continuous improvement of revenues, technical strength, profitability and global layout of various business units, the Group focused on the long-term strategic development last year, on organizational adjustments to lead the concept of inheritance, professional division of labor, and plan the blueprint for sustainable business.

Looking forward to 2020, as stated by the major international institutions, the COVID-19 epidemic has hit the six major economic sectors of the world. The overall growth of the global economy may be significantly affected this year. The manufacturing industry is also the first among the six major economic sectors to be affected by the COVID-19 epidemic. As China plays a key role in the supply chain of automobile manufacturing currently, it is inevitable that the sales of Automobile are directly affected. According to the analysts of the international economy, China is not only an important site for manufacturers and suppliers, but also the largest market for new automobiles. If the supply chain is interrupted, it will not only affect the local automotive industry in China, but also may expand the impact globally.

The crisis can be also considered as a turning point for opportunities. Scholars predict that the COVID-19 epidemic will reach its peak in the first half of this year. While the worldwide countries are making efforts to control the spreading of the epidemic, they have also launched various programs to promote the economy and investment, including lower interest rates, preferential tax policies, loans with zero interest rates, or low-interest rates. In addition, the tension between China-US trade war last year is expected to be relieved, and mutually beneficial trade agreements between the two countries will be signed more quickly under the devotion and commitment to the epidemic elimination and the economic recovery this year. Some other analysts have also pointed out that this virus

1

is highly contagious and easily transmitted among the passengers of public transportation facilities. With the rising of this concept, it will help consumer’s attention and demand for purchasing automobiles. After the epidemic is effectively controlled, the sales of automobiles will be expected to be recovered quickly. Therefore, it is worth looking forward to the rebound of the automotive industry in the second half of this year.

The Company takes real-time and fast response to the epidemic, and the employees return to work quickly under good conditions. The epidemic prevention measures are implemented under the strict supervision of the local government, so it continuously becomes the unique benchmarking enterprise locally. To embrace the changeable future, the Company will uphold the principle of "Best Quality, Best Descipline", move forward bravely, but also continued to improve processes to reduce manufacturing costs, enhance competitiveness, and deepen relationships with end customers to grasp the development opportunities of front-end products and actively expand business in order to work hard for the great value of shareholders, and make contribution for the prosperity and development of the local region.

2

1. The 2019 Annual Operating Report

  • (1) 2019 Business Plan Implementation Results:

1. Business Report 2019:

(1) Operating results in 2019:

With the full support of shareholders and the efforts of all staffs, the consolidated revenue in 2019 increased by 13.32 percent higher than the previous year, 2018. Net profit has a substantial increases of NT$622,427 thousand, increased by 24.56 percent compared with a year earlier.The after-tax earnings per share was NT$7.60 in 2019.

Unit: NT$ thousands

Item 2019 2018 Change ratio
Net sales 5,014,098 4,424,839
13.32%
Gross profit
1,380,375 1,286,270 7.32%
Operating income
898,134 819,064 9.65%
Pre-tax income
858,581 726,669 18.15%
Net income
622,427 499,709 24.56%

(2) Budget implementation:

According to the laws and regulations, the company has not disclosed the 2018 financial forecast. The overall operation and actual performance are roughly equivalent to the business plans developed within the company.

(3) Financial revenue, expenditure, and profitability analysis:

Item 2019 2018
Financial
structure
Debt to asset ratio % 65.00 62.92
Long-term capital to property, plant and
equipment %
140.77 131.75
Solvency Current ratio % 125.94 123.17
Quick ratio % 103.18 91.92
Profitability Return on total assets % 7.96 7.80
Return on shareholders’ equity % 20.72 17.22
Profit ratio 12.41 11.29
Earnings per share (NT$) 7.60 6.10

(4) Research and Development status:

The company is a professional precision metal component processing manufacturer, the main technology lies in the development of CNC lathes, milling machines, turning and milling composite automatic lathes, grinding machines, surface

3

treatment and etc. To achieve optimal production and quality with systematic measurement control management for quality feedback. Therefore, in the development of new products, the selection of machinery and equipment, the design of the manufacturing process, the development and production of the fixtures required in the process, and the innovation of the measurement and inspection tools are the focus of research and development. With the introduction of automation, the production is optimized. The developed technology can be applied to the processing of metal products in various industries, such as automotive components, disk drive motor components, semiconductor components, medical equipment components, consumer electronic components and so on.

The research and development for the implementation of the short-term, medium-term and long-term plans are as follows:

  - ●Short term: In the automotive, medical and information industries, through new customer products such as dual clutch parts, automotive diesel nozzles, high pressure pump core parts, brake safety components, and surgical automatic stapler components, we continue to register as a qualified FDA medical orthopedic surgical device component assembly in the United States and develop cloud drive product capacity verification.

  - ●Medium term: Cooperate with the client to develop precision finishing workpieces for hybrid electric vehicles. Enhance process integration such as stamping, forging, multi-axis machine multi-station processing and so on. To provide integrated processing service modules, including integrated front-end stamping, forging, casting, injection molding, machined turning, milling, multi-axis and back-end surface treatment and assembly services.

  - ●Long term: Cut into the important supply chain of electric vehicle precision components. Integrate new machine performance and develop more processing and assembly capabilities. In order to provide more high value-added products for clients. We expect to be a "world-class leading factory for precision machinery foundry."
  1. 2020 Operational Plan Summary:

  2. (1) Operating strategy

    • <1> Strictly preventing the transmission of pneumonia from novel coronavirus infection, to create a workplace where employees can work with peace of mind.

    • <2> Best Quality and Best Discipline.

    • <3> To promote the talented elite program and to accelerate the development of automated equipment.

    • <4> The successful mass production of new products is a key issue for this year.

    • <5> To build the new plant and expand manufacturing production capacity to meet future customer demand.

  3. (2) Sales Quantity forecast and its basis

    • The shipments for 2020 are expected to continue to grow under the enthusiasm of major customers' original product orders and the gradual entry of new products into mass production. The shipment estimation of this year is based on long-term demand forecasts provided by customers, new project development schedules, and capacity planning.
  4. (3) Important production and marketing policy

4

     - <1> Production policy: The integrity of the new plant and the availability of the machines have been prepared to meet the large production plan for new products.

     - <2> Marketing Policy: To meet the needs of existing customers, and actively strive for new orders. To manage potential customers, and fully cooperate with new customers to develop the required resources. To observe the market trends and strive to develop high-quality, stable and high value-added customers.
  1. Future company development strategy:

  2. (1) To reduce the proportion of auto parts with low traditional additional value, and increase industrial products such as high additional value automobiles, medical supplies, high-tech industries and environmental green energy.

  3. (2) To develop future electric vehicle customers and increase the proportion of medical customer products in order to diversify the risk of customer concentration.

  4. (3) To integrate critical processes vertically, and to enhance high additional value processes such as stamping, forging and multi-axis machining processes, front-end material and back-end surface treatment capabilities and equipment investment.

  5. Affection of the external competitive environment, regulatory environment and overall business environment:

    • Affected by the epidemic of Coronavirus and outbreaks this year, the overall global economic growth could be lowered. The company has responded to this epidemic immediately and strictly implemented the preventing transmission of pneumonia from novel coronavirus infection under the strict supervision of the local government and continues to be the benchmarking company. In response to future changes, we remain committed to the principles of “Best Quality, Best Discipline”, and continue to move forward without hesitating of dedicated works for the maximum shareholders’ value, and make contribution for the prosperity and development of the local region.

Global PMX Co., LTD.

Chairman: Lin Zheng-Sheng

General Manager: Lin En-Dao

5

II. Company Profile

1. Date of Incorporation: February 18, 1987

2. A Brief History of the Company

Year Milestones
February 1987 The Company was established and named as GLOBAL PMX CO., LTD. The
capital amount at the time of establishment was NT ten million.
April 1995 The increase of cash of NT forty million was made. After the capital increase,
the paid-in capital was NT fifty million.
November 1997 The organization was changed to a company limited by shares.
The cash increase of NT fifty million was made. After the capital increase, the
paid-in capital was NT one hundred million.
October 1999 The Company changed its name to GLOBAL PMX CO., LTD.
August 2007 Passed ISO9001 certification.
January 2008 Passed ISO/TS16949 certification which was required for automotive parts
manufacturing.
November 2011 Cash increase of NT five hundred and fifty million was made. After the capital
increase, the paid-in capital was NT six hundred and fifty million.
Invested in the establishment of the subsidiary company FORTUNE TOWER
HOLDING CO., LTD.
February 2012 Approved by the Investment Review Board to invest in a third place, including
SEAMAX MANUFACTURING PTE., LTD. (in Dongguan), GLOBAL PMX
CO., LTD. (in Dongguan) and GLOBAL PMX CO., LTD. (in Zhegiang).
The
Subsidiary
GLOBAL
PMX
CO.,
LTD.
(in
Zhejiang)
passed
ISO13485:2003 certification.
(2008: SEAMAX MANUFACTURING PTE., LTD. a subsidiary in Dongguan,
passed ISO14001:2004 certification.)
(2011: GLOBAL PMX CO., LTD., a subsidiary in Zhejiang, passed
ISO14001:2004 certification.)
December 2012 Invested in the establishment of the subsidiary company SEAMAX
INTERNATIONAL LTD.
September 2013 The cash increase of NT a hundred million was made. After the capital increase,
the paid-in capital was NT seven hundred and fifty million.
November 2013 The Financial Supervisory Commission approved the public offering of the

6

Year Milestones
Company’s shares.
January 2014 TPEx has approved the listing the Company’s stocks at emerging stock market.
August 2015 Cash increased of NT eighty million. After the capital increase, the paid-in
capital was NT eight hundred and thirty million.
August 2015 The Company’s shares are listed and traded on the Taiwan Stock Exchange.
September 2015 In order to maintain the Company’s reputation and shareholders’ rights, the first
purchase of treasury shares was carried out, and 1,066 shares were bought back.
May 2016 For the treasury shares to be cancelled, the amount of paid-in capital after the
cancellation was eight hundred and nineteen million 3 hundred and forty
thousand.
May 2016 Invested in the subsidiary company ACE PLUS TECHNOLOGY LIMITED.
February 2018 Approved by the Investment Review Board to invest in a third place, including
GLOBAL PMX CO., LTD. (in Jiaxing).
November 2019 The Special shareholder's meeting of the Company approved to acquire
SIXXON PRECISION MACHINERY CO., LTD. by issuing new shares,
which is expected to issue a total of 24,000,000 shares.
April 2020 It has completed the stock conversion by issuing new shares on April 13, 2020,
namely, the stock conversion reference date, so as to acquire 100% shares of
SIXXON PRECISION MACHINERY CO., LTD. After the capital increase, the
paid-in capital was NT one billion fifty-nine million three hundred and forty
thousand.

7

III. Corporate Governance Report

1. Organizational System

(1) Organizational System

i. Organization Chart

==> picture [534 x 323] intentionally omitted <==

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

Shareholders’
Meeting
Audit
Committee
Board of Directors
Compensation
Audit Office
Committee
Chairman
General Manager
Administration Sales and Project Production and Oversea Production
Department Market Engineering Department and Operating
Department Department Department
----- End of picture text -----

8

ii. Major Corporate Functions

Department Functions
Audit Office Establishes internal control system
Preparation and implementation of audit plans.
Audits operational procedures of each department.
Chairman’s Office Oversees the daily operational performance and recommend
improvement for various departments.
Plans and implements the instructions from various managers of
each department.
Administration
Department
Establishment
and
implementation
of
the
comprehensive
management of human resources and general administration.
Plans the implementations for the Company’s e-policy.
Maintains and manages information equipment/internet related
hardware and software equipment.
Implements and maintains related application system.
Plans and executes the Company’s financial management and fund
scheduling business.
Prepares for financial statements and establishes for management
financial information.
Corporate tax planning, execution and compliance with various tax
laws.
Plans and prepares for share affairs.
Sales and
Marketing
Departments
Responsible for domestic and foreign customer development.
Collection, analysis and reporting of market intelligence.
Execution of delay payment collection.
Handles sales and service matters include orders, shipment,
collection of goods, and customer complaints.
Project
Engineering
Department
Formulates and approves of project mass production, sample
drawing, documents and specifications.
Valuation of samples.
Concessions of products.
Evaluation and acceptance of machinery and equipment required
for product productions.
Technological development and process improvement of products.
Production and
Operation
Operations, developments and managements of products and
market.

9

Department Functions
Department
(Taiwan, Yangmei)
Responsible for customer product technical support, product
reliability and functional verification.
Formulation and promotion of the Company’s quality assurance
policy.
Analyzes and manages quality inspection.
Management operations of purchasing and suppliers.
Import and export production management.
Production planning, product manufacturing, and execution of
process records.
Inventory management planning, shipping arrangements and
relevant matters.
Oversea Production
and Operation
Department
Responsible for customer product technical support, product
reliability and functional verification.
Formulation and promotion of the Company’s quality assurance
policy.
Analyzes and manages quality inspection.
Management operations of purchasing and suppliers.
Import and export production management.
Production planning, product manufacturing, and execution of
process records.
Inventory management planning, shipping arrangements and
relevant matters.

10

2. Information of Directions, Supervisors, General Managers, Deputy General Managers, Deputy Assistant General Managers, and the Supervisors of All the Company’s Divisions and Branch Units

(1) Information of Directors and Supervisors

i. Information of Directors April 24, 2020; Unit: Shares; %

Title Nationality
or Place of
Registration

Name
Gen
der
Date
Elected
Term
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected

Current
Shareholding

Current
Shareholding
Spouse &
Minor
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
Current Positions
at the Company
and Other
Companies
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Re-
mark
Shares Ratio Shares Ratio Shares Ratio Shares Ratio Title Name Relation
Chairman
Taiwan
Lin
Zheng-Sheng
(Note 1)

Male
2017.06.16 3 1999.10.01 651,000 0.61 390,000 0.37 215,000 0.20 5,386,600 5.08 Sheng-te
Christian
College
Chairman of
Sixxon
Precision
Machinery Co.,
Ltd.
Chairman of
Xushen
International
Technology Co.,
Ltd.
Chairman of
Global PMX
Co., Ltd.

Chairman of Global
PMX Co., Ltd.
Legal representative of
the Company
Director of Global
PMX Co., Ltd.(in
Zhejiang), Seamax
Manufacturing Pte.,
Ltd.(in Dongguan),
Global PMX Co., Ltd.
(in Jiaxing)
Chairman of JYT
Technology Co., Ltd.
Director of Sixxon
Precision Machinery
Co., Ltd.
Director of New
Alliance Group
Limited.
Chairman of Sixxon
Precision Machinery
Co., Ltd.
Chairman of Xushen
International
Technology Co., Ltd.

General
manager


Lin
En-Dao
Father
and son
Note
6

11

Title Nationality
or Place of
Registration

Name
Gen
der
Date
Elected
Term
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected

Current
Shareholding

Current
Shareholding
Spouse &
Minor
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
Current Positions
at the Company
and Other
Companies
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Re-
mark
Shares Ratio Shares Ratio Shares Ratio Shares Ratio Title Name Relation
Director
Taiwan
Sixxon
Precision
Machinery
Co.,Ltd.
- 2017.06.16
3
2013.08.12 12,256,900
11.57
12,256,900
11.57

0
0 0 0
Taiwan Legal
representative
: Yan
Rui-Quan

Male
2017.06.16 3 2013.10.21 0
0
244,000
0.23

0
0 0 0 Master of
Science and
Technology
Management,
National
Chengchi
University
Wistron
business
specialist
Assistant general
manager in the
Company
Supervisor of
subsidiaries of Global
PMX Co., Ltd.(in
Zhejiang), Seamax
Manufacturing Pte.,
Ltd.(in Dongguan),
Global PMX Co., Ltd.
(in Jiaxing)
Director
Taiwan
He
Rui-Zheng
(Note 2)
Male 2017.06.16 3 2009.5.20 763,000
0.72
416,000
0.39

0
0 5,376,700
5.08

Master of
Management of
National Cheng
Kung
Engineering
and Science
University
Director of Elno
Technology Co., Ltd.
Director
Taiwan
Han
Guang-Xian
g (Note 3)
Male 2017.06.16 3 2009.5.20 520,000
0.49
500,000
0.47
2,000 0 5,376,700
5.08

Department of
Mechanical
Engineering of
Tatung
University
Director of Elmer
Limited
Director
Taiwan
Lu
Jing-Wei
(Note 4)
Male 2017.06.16 3 2011.1.19 0
0.00
10,000
0.01
0 0 4,165,700
3.93

Chien Hsin
University of
Science and
Technology
Holds an
American
master degree
Vice chairman
of Global-Thaix
on Precision
Legal representative of
the Company’s
directors of Global
PMX Co., Ltd.(in
Zhejiang), Seamax
Manufacturing Pte.,
Ltd.(in Dongguan),
Global PMX Co., Ltd.
(in Jiaxing).

12

Title Nationality
or Place of
Registration

Name
Gen
der
Date
Elected
Term
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
Current Positions
at the Company
and Other
Companies
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Re-
mark
Shares Ratio Shares Ratio Shares Ratio Shares Ratio Title Name Relation
Industry Co.,
Ltd.
Director ofSixxon
Precision Machinery
Co., Ltd.,
Director of New Giant
Limited.
Vice
chairman
of
Global-Thaixon
Precision Industry Co.,
Ltd.
Director of Sixxon
Precision Machinery
(Kunshan)Co.,Ltd.

Director Taiwan Lin
Liang-Xiong
(Note 5)

Male
2017.06.16
3
2013.10.21 358,000
0.34
329,000
0.31

0
0 2,666,000
2.52

Department of
Engineering
Machinery of
Taichung
Industrial High
School
Director of Rich
Abundant Limited
Independ-
ent
director
Taiwan Gu Qing-De Male 2017.06.16
3
2014.01.06
0
0 0 0 0 0 0 0 Master degree
of Ocean
Resources of
National Sun
Yat-sen
University
Head of Dachuang
Industrial Co., Ltd.
Independ-
ent
director
Taiwan Yang
Xiang-Yu
Male 2017.06.16
3
2014.01.06
0
0 0 0 0 0 0 0 Department of
Finance and
Taxation of
Feng Chia
University
Assistant Vice
President of
Fubon Private
Banking
Senior Vice President
of Geminis Securities
Limited (Hong Kong)
Independ-
ent
director
Taiwan Cai Jia-Yu Female 2017.06.16
3
2014.01.06
0
0 0 0 0 0 0 0 Graduate of
Accounting
Institute of
Tamkang
University
Project manager
of Accton
Technology

Partner accountant of
We Win CPAs Firm
Independent director
of North-Star
Petroleum Co., Ltd.

13

Title Nationality
or Place of
Registration

Name
Gen
der
Date
Elected
Term
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Spouse &
Minor
Current
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
Current Positions
at the Company
and Other
Companies
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors who are
Spouses or within Two
Degrees of Kinship
Re-
mark
Shares Ratio Shares Ratio Shares Ratio Shares Ratio Title Name Relation
Co.,Ltd.

Note: (1) The Company’s supervisory authority is performed by an audit committee established by independent directors.

  • (2) As of the book closure date, April 24, 2020, the capital of issued stock is 105,934,000 shares, while the stock capital that hasn’t completed the registration for company change is 24,000,000 shares.

  • Note 1: Lin Zheng-Sheng has 100% ownership of the overseas company New Alliance Group Limited, holding 5,386,600 shares of the Company, with a shareholding ratio of 5.08%.

Note 2: He Rui-Zheng has 33.33% of the overseas company ELNO TECHNOLOGY CO., LTD, holding 5,376,700shares of the Company, with a shareholding ratio of 5.08%. Note 3: Han Guang-Xiang has 30.00% of the overseas company ELMER LIMITED, holding 5,376,700 shares of the Company, with a shareholding ratio of 5.08%. Note 4: Lu Jing-Wei has 100% ownership of the overseas company NEW GIANT LIMITED, holding 4,165,700 shares of the Company, with a shareholding ratio of 3.93%. Note 5: Lin Liang-Xiong has 40.00% of the overseas company RICH ABUNDANT LIMITED, holding 2,666,000 shares of the Company, with a shareholding ratio of 2.52%. Note 6: The chairman and general manager of the Company are relatives in the first degree of kinship, which aims to improve the efficiency of decisions made by the Company and the operating performance. The chairman and general manager closely communicate with the directors and managers on the major business policies and operational implementation status of the Company. In the future, the Company will also plan to increase the seats of independent directors to enhance the function of the Board of Directors. Currently, the following measures have been implemented:

  1. Only one director concurrently serves as the employee or manager.

  2. It annually arranges all directors to participate in the courses opened by the Corporate Governance Association to strengthen the functions of the Board of Directors.

  3. The three independent directors of the Company have the work experience required for commerce, finance, accounting or the business of the Company. With independence and expertise, they can provide advice to the Board of Directors timely, and can effectively supervise the Company's operations.

14

ii. Major Shareholders of Institutional Shareholders:

April 24, 2020

April 24, 2020
Name of Institutional
Shareholder
Major Shareholders Ratio
Sixxon Precision Machinery
Co., Ltd.
Lin Zheng-Sheng 18.18%
Ge Zhong-Ling 9.09%
Lin Liang-Xiong 9.09%
Lu Jing-Wei 18.18%
Han Guang-Xiang 18.18%
He Rui-Zheng 9.09%
WangJian-Zhen 9.09%
Liu Run-Qing 9.10%

Note: Unable to obtain information in a timely manner for unlisted companies

iii. Major shareholders of the Company’s major institutional shareholders

April 24, 2020

April 24, 2020
Name of Institutional Shareholder Major Shareholders
None None

iv. Professional qualifications and independence analysis of directors and supervisors

Criteria
Name
Meet one of the Following
Professional Qualification
Requirements, together with at
Least Five Years Work Experience
Meet one of the Following
Professional Qualification
Requirements, together with at
Least Five Years Work Experience
Meet one of the Following
Professional Qualification
Requirements, together with at
Least Five Years Work Experience

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)

Independence Attribute (Note)
Number of
holding
concurrent
independent
director
position in
other public
companies

An
Instructor or
Higher
Position in a
Department
of
Commerce,
Law,
Finance,
Accounting,
or Other
Academic
Department
Related to
the Business
Needs of the
Company in
a Public or
Private
Junior
College,
College or
University









A Judge,
Public
Prosecutor,
Attorney,
Certified
Public
Accountant,
or Other
Professional
or Technical
Specialist
Who has
Passed a
National
Examination
and been
Awarded a
Certificate
in a
Profession
Necessary
for the
Business of
the
Company





Have Work
Experience
in the Areas
of
Commerce,
Law,
Finance, or
Accounting,
or
Otherwise
Necessary
for the
Business of
the
Company


1
2 3 4 5 6 7 8 9 10 11 12

15

Lin
Zheng-Sheng
V V V V V V V None
Sixxon
Precision
Machinery
Co., Ltd.
Representative
:Yan
Rui-Quan
V V V V V V V V V V None
He
Rui-Zheng
V V V V V V V V None
Han
Guang-Xiang
V V V V V V V V None
Lu
Jing-Wei
V V V V V V V V None
Lin
Liang-Xiong
V V V V V V V V V None
GuQing-De
V V V V V V V V V V V V V None
Yang
Xiang-Yu
V V V V V V V V V V V V V None
Cai Jia-Yu V V V V V V V V V V V V V V 1

Note:

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

  • (2) Not a director or supervisor of the Company’s affiliates (unless the person is an independent director of the Company, the Company’s parent company or any subsidiary of the Company)

  • (3) Not a shareholder whose total holdings, including those of his/her spouse and minor children, or shares held under others’ names, reach or exceed 1 percent of the total outstanding shares of the Company or rank among the top 10 individual shareholders

  • (4) Not a spouse, relative of second degree or closer, or direct blood relative of third degree or closer to the managers listed in (1) and persons listed in (2) or (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds more than 5% of the total issued shares of the Company, a top-five shareholder, or authorized representative to be a director or supervisor of the Company in accordance with Article 27, Paragraph 1 or 2 of the Company Act (however, this does not apply when serving concurrently and mutually asindependent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • (6) Not a director, supervisor, or employee of another company where more than half of the director positions or voting shares of that other company and the Company are controlled by the same person (however, this does not apply when serving concurrently and mutually as independent director established by the Company or its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations). (7) Not a director (managing director), supervisor (managing supervisor) or employee of another company or institution where any of its chairmen, presidents, or other equivalent positions are served by the same person or is the spouse of the Company’s chairmen, presidents, or other equivalent positions (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • (8) Not a director (managing director), supervisor (managing supervisor), manager, or shareholder with 5% or more shareholding of a specific company or institution with which the Company has

16

financial or business dealings (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations, if that specific company or institution holds no less than 20%, but no more than 50%, of the total issued shares of the Company).

  • (9) Not a professional who provides auditing to the Company or its affiliates, or a professional who provides commercial, legal, financial, accounting, or related services to the Company or its affiliates with a total remuneration of less than NT$500,000 in the past two years, nor is an owner, partner, director (managing director), supervisor (managing supervisor), or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates. However, this does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee or Special Committee for Merger/Consolidation and Acquisition who perform their functions in accordance with laws relevant to the Securities and Exchange Act or the Business Mergers And Acquisitions Act.

  • (10) Not a spouse or relative within second degree by affinity to other directors.

  • (11) Not in contravention of Article 30 of the Company Act.

  • (12) Not an institutional shareholder or its representative pursuant to Article 27 of the Company Act

17

(2) Information of General Managers, Deputy General Managers, Assistant General Managers and other Department and Branch Managers:

April 24,2020;Unit: Share: %

Title Nation-
ality
Name Gen-
der
Date
Elected
Shareholding Shareholding Spouse & Minor
Current
Shareholding
Spouse & Minor
Current
Shareholding

Current
Shareholding by
Nominee
Arrangement

Current
Shareholding by
Nominee
Arrangement

Experience (Education)
Current Positions at the
Company and Other
Companies
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Share Ratio Share Ratio Share Ratio Title Name Relati-
onship
Note
General
Manager
Taiwan
Lin
En-Dao
Male 2011.01.01 1,416,000
1.34
132,000
0.12
0 0 Department of Traffic and
Administration of Feng Chia
University
Master of Business
Administration of
Chulalongkorn University
Purchasingmanager of Philips
Chairman of Sixxon
Precision Machinery Co.,
Ltd
Chairman of JYT
Technology Co., Ltd.
Director of JYT
Technology Co., Ltd.
Chairman
Lin
Zheng-
Sheng
Father
and
Son

Note 1
Assistant
general
manager
Taiwan
Yan
Rui-
Quan
Male 2011.11.01 244,000
0.23

0
0 0 0 Master of Science and
Technology Management of
National Chengchi University
Wistron Capital Business
Specialist
Supervisor of subsidiaries of
Global PMX Co., Ltd.(in
Zhejiang), Seamax
Manufacturing Pte., Ltd.(in
Dongguan), Global PMX
Co.,Ltd.(in Jiaxing)

None
None None -
Assistant
general
manager
Taiwan
Lin
Zhong-
Yong
Male 2010.08.01
39,000

0.04

0
0 0 0 Department of Mechanical
Engineering of National
Yunlin University of Science
and Technology
Baoshun Can Engineer
Legal representative of the
Company’s directors of
Global PMX Co., Ltd.(in
Zhejiang), Seamax
Manufacturing Pte., Ltd.(in
Dongguan), Global PMX
Co.,Ltd.(in Jiaxing)
None None None -
Assistant
general
manager
Taiwan
Chen
Zong-
Hong
Male 2014.04.01
0

0.00

0
0 0 0 Department of Machinery of
Lee-Ming Institute of
Technology
Manufacturing Manager of
AngchengTechnology
None None None None -
Assistant
general
manager
Taiwan
Gao
Fu-
Qiang
Male 2017.07.01
1,000

0.00

0
0 0 0 Department of Mechanical
Engineering of Taipei
University
Quality Assurance Manager of
Global PMX Co.,Ltd.
None None None None -

18

Title Nation-
ality
Name Gen-
der
Date
Elected
Shareholding Shareholding Spouse & Minor
Current
Shareholding
Spouse & Minor
Current
Shareholding

Current
Shareholding by
Nominee
Arrangement

Current
Shareholding by
Nominee
Arrangement

Experience (Education)
Current Positions at the
Company and Other
Companies
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Executives, Directors or
Supervisors who are Spouses
or within two Degrees of
Kinship
Share Ratio Share Ratio Share Ratio Title Name Relati-
onship
Note
Assistant
general
manager
Taiwan Lin Ci-
Qing
Female 2011.12.01 55,000
0.05

0
0 0 0 The Manchester Metropolitan
University Marketing
Management
Marketingmanager of Drinks
None None None None -
Manager Taiwan
Wen
Zhao-
Hong
Male 2011.10.12
0

0.00

0
0 0 0 Business School Netherlands
MBA
Director of Quality Assurance
of Volkswagen
None None None None -
Financial
manager
Taiwan
Xu
Xue-
Lian
Female 2017.05.01 114,000
0.11

0
0 0 0 Department of International
Trade of National Taipei
University of Business
Deputy Manager of
Department of Finance
None None None None -
Accounting
Manager

Taiwan
Huang
Yao-
Ling
Female 2017.05.01
2,000

0.00

0
0 0 0 Department of Information
Management of Tutung
University
Deputy Manager of
Department of accounting
None None None None -

Note 1: The chairman and general manager of the Company are relatives in the first degree of kinship, which aims to improve the efficiency of decisions made by the Company and the operating performance. The chairman and general manager closely communicate with the directors and managers on the major business policies and operational implementation status of the Company. In the future, the Company will also plan to increase the seats of independent directors to enhance the function of the Board of Directors. Currently, the following measures have been implemented:

  1. Only one director concurrently serves as the employee or manager.

  2. It annually arranges all directors to participate in the courses opened by the Corporate Governance Association to strengthen the functions of the Board of Directors.

  3. The three independent directors of the Company have the work experience required for commerce, finance, accounting or the business of the Company. With independence and expertise, they can provide advice to the Board of Directors timely, and can effectively supervise the Company's operations.

19

3. Most Recent Remuneration of Directors, Supervisors, General Managers, Deputy General Managers

(1) Remunerations of Directors (including independent directors)

Unit: NT$ Thousands

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Relevant Remuneration Received by Directors Who
are also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net Income
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net Income

Compensation
Paid from an
Invested
Company
other than The
Company’s
Subsidiary
Base
Compensation
(A)
Severance Pay
(B)
Directors
Compensation
(C)(Note 1)
Allowances
(D)


Salary,
Bonuses and
Allowances(E)
Severance Pay
(F)
Employee
Compensation
(G)(Note 2)
The
Company

All
Companies in
the Con-
solidated
Financial
Statement

The
Company

All
Companies in
the Con-
solidated
Financial
Statement

The
Company
All
Companies
in the Con-
solidated
Financial
Statement

The
Com-
pany
All
Companies
in the Con-
solidated
Financial
Statement

The
Company
All
Companies
in the Con-
solidated
Financial
Statement

The
Company
All
Companies
in the Con-
solidated
Financial
Statement

The
Company

All
Companies
in the Con-
solidated
Financial
Statement

The
Company
All
Companies in
the Con-
solidated
Financial
Statement
The
Company

All
Companies
in the Con-
solidated
Financial
Statement
Cash Stock Cash Stock
Chairman Lin
Zheng-Sheng
0.29 0.29 - - - - - - - - 0.29 0.29 -
- - - - 1,797 1,797 15 15
Director Sixxon
Precision
Machinery
Co., Ltd.
- - - - 1,797 1,797 15 15 0.29 0.29 - - - - - - - - 0.29 0.29 -

Representative
:Yan
Rui-Quan
Director He Rui-Zheng - - - - 1,797 1,797 9 9 0.29 0.29 - - - - - - - - 0.29 0.29 -
Director Han
Guang-Xiang
- - - - 1,797 1,797 - - 0.29 0.29 - - - - - - - - 0.29 0.29 -
Director Lu Jing-Wei - - - - 1,797 1,797 15 15 0.29 0.29 - - - - - - - - 0.29 0.29 -
Director Lin
Liang-Xiong
- - - - 1,796 1,796 15 15 0.29 0.29 - - - - - - - - 0.29 0.29 -
Independent
director
Gu Qing-De
360
360 - - - - 18 18 0.06 0.06 - - - - - - - - 0.06 0.06 -
Independent
director
Yang
Xiang-Yu
360 360 - - - - 15 15 0.06 0.06 - - - - - - - - 0.06 0.06 -
Independent
director
Cai Jia-Yu 360 360 - - - - 18 18 0.06 0.06 - - - - - - - - 0.06 0.06 -

20

  1. Please describe the policies, systems, standards and structure of independent directors' remuneration, and explain the relevance with the amount of remuneration based on their responsibilities, risks, and time investment.

The company independent directors’ remunerations are based on the board of directors' participation and the company value contribution by reference to the discretion of the board of directors. It also considers his personal attendance at the board of directors, serving on the functional committee such as the remuneration committees and the audit committees, and taking risks into account of the standard approval criteria.

  1. Besides the figures shown in the table above, the remuneration to all the directors served for all the companies within the consolidated financial statement (such as a consultant not an employee) in the most recent fiscal year: None.

Range of Remuneration

Range of Remuneration Range of Remuneration Range of Remuneration Range of Remuneration
Range of Remuneration Names of Directors
Total of (A+B+C+D) Total of ( (A+B+C+D+E+F+G)
The Company All Companies in the
Consolidated Financial
Statement
The Company All Companies in the
Consolidated Financial
Statement
Under NT$ 2,000,000 Lin
Zheng-Sheng,
Sixxon
Precision
Machinery
Co.,
Ltd., He Rui-Zheng, Han
Guang-Xiang, Lu Jing-Wei,
Lin
Liang-Xiong,
Gu
Qing-De, Yang Xiang-Yu, Cai
Jia-Yu






Lin
Zheng-Sheng,
Sixxon
Precision
Machinery
Co.,
Ltd., He Rui-Zheng, Han
Guang-Xiang, Lu Jing-Wei,
Lin
Liang-Xiong,
Gu
Qing-De, Yang Xiang-Yu, Cai
Jia-Yu






Lin
Zheng-Sheng,
Sixxon
Precision
Machinery
Co.,
Ltd., He Rui-Zheng, Han
Guang-Xiang, Lu Jing-Wei,
Lin
Liang-Xiong,
Gu
Qing-De, Yang Xiang-Yu, Cai
Jia-Yu






Lin
Zheng-Sheng,
Sixxon
Precision
Machinery
Co.,
Ltd., He Rui-Zheng, Han
Guang-Xiang, Lu Jing-Wei,
Lin
Liang-Xiong,
Gu
Qing-De, Yang Xiang-Yu, Cai
Jia-Yu
NT$2,000,000 (included)~
NT$3,500,000(excluded)
NT$3,500,000 (included)~
NT$5,000,000(excluded)
NT$5,000,000 (included)~
NT$10,000,000(excluded)
NT$10,000,000 (included)~
NT$15,000,000(excluded)

21

NT$15,000,000 (included)~
NT$30,000,000(excluded)
NT$30,000,000 (included)~
NT$50,000,000(excluded)
NT$50,000,000 (included)~
NT$100,000,000(excluded)
Over NT$100,000,000
Total 9 persons 9 persons 9 persons 9 persons
  • (2) Remunerations of Supervisors: Not applicable (The auditor’s authority of the Company is acted upon by the audit committee established by the independent director).

(3) Remunerations of the General Manager and Deputy General Manager:

Unit: NT$ Thousands

Title Name Salary (A) Salary (A) Severance Pay
(B)
Severance Pay
(B)
Bonus and
Allowances(C)
Bonus and
Allowances(C)
Employee Compensation(D)(Note) Employee Compensation(D)(Note) Employee Compensation(D)(Note) Employee Compensation(D)(Note) Ratio of Total
Remuneration
(A+B+C+D) to
Net Income(%)
Ratio of Total
Remuneration
(A+B+C+D) to
Net Income(%)
Compensation
Paid from
an Iinvested
Company
other than
The
Company’s
Subsidiary
The
Company
All
Companies
in the
Consolidated
Financial
Statement
The
Company
All
Companies
in the
Consolidated
Financial
Statement
The
Company
All
Companies
in the
Consolidated
Financial
Statement
The Company All Companies in the
Consolidated Financial
Statement
The
Company
All
Companies
in the
Consolidated
Financial
Statement
Cash Stock Cash Stock
General
Manager
Lin
En-Dao
1,440 4,200 0 0 0 6,000 6,445 0 6,445 0 1.27 2.67 -

22

Range of Remuneration

Range of Remuneration Paid to the General Managers and
Deputy General Managers
Names of General Manager and DeputyGeneral Manager Names of General Manager and DeputyGeneral Manager
The Company All Companies in the Consolidated
Financial Statement
Under NT$ 2,000,000
NT$2,000,000 (included)~NT$3,500,000 (excluded)
NT$3,500,000 (included)~NT$5,000,000 (excluded)
NT$5,000,000 (included)~NT$10,000,000 (excluded) Lin En-Dao
NT$10,000,000 (included)~NT$15,000,000 (excluded)
NT$15,000,000 (included)~NT$30,000,000 (excluded) Lin En-Dao
NT$30,000,000 (included)~NT$50,000,000 (excluded)
NT$50,000,000 (included)~NT$100,000,000 (excluded)
Over NT$100,000,000
Total 1 1

23

(4) Employees’ Profit Sharing Granted to the Executive Officers Team:

Unit: NT$ Thousand

Item Title Name Stock Cash (Note1)
Total
Ratio of Total
Amount to Net
Profits after
Tax(%)
Executive
Officers
General
Manager
Lin En-Dao 21,482 21,482 3.45%
Deputy
Assistant
General
Manager
Yan
Rui-Quan
Deputy
Assistant
General
Manager
Lin
Zhong-Yon
g
Deputy
Assistant
General
Manager
Chen
Zong-Hong
Deputy
Assistant
General
Manager
Gao
Fu-Qiang
Deputy
Assistant
General
Manager
Lin
Ci-Qing
Manager Wen
Zhao-Hong
Financial
Manager
Xu
Xue-Lian
Accountin
gManager
Huang
Yao-Ling

*It is the amount of compensation (including stocks and cash) of the employees who have been appointed by the board of directors in the most recent fiscal year. If it is not possible to estimate, the amount of this year is calculated based on the propotion of the actual distribution amount last year. After-tax net profit refers to the net profit after tax in the most recent fiscal year. The International Fianncial Reporting Standard has been adopted, the net profit after tax is the net profit of inividual or individual financial reports in the most recent fiscal year.

Note 1: Based on the amount of employee compensation distributed by the board of directors on March 23, 2020, it is estimated based on the ratio of the distribution amount in 2018.

24

  • (5) Analysis of the Proportion of the Total Remuneration of Directors, Supervisors, General Managers and Deputy General Managers of the Company Paid the Company and All Companies in the Consolidated Financial Statement to Net Profit After Tax in Individual Financial Statements of the Recent Two Years. Explanation of Remuneration Policies, Standards and Packages, the Procedure for Determining Remuneration, and Its Linkage to Operating Performance and Future Risk Exposure:

  • i. Analysis of the proportion of the total remuneration of directors, supervisors, general managers and deputy general managers of the Company paid the Company and all companies in the consolidated financial statement to net profit after tax in individual financial statements of the recent two years.

Title 2018 2018 2019 2019
The
Company
All Companies
in the
Consolidated
Financial
Statement
The
Company
All Companies
in the
Consolidated
Financial
Statement
Director 2.09% 2.09% 1.92% 1.92%
General Manager
and Deputy
General Manager
1.21% 2.94% 1.27% 2.67%
  • ii. Explanation of remuneration policies, standards and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure: The remuneration paid by the Company to the directors and managers is based on the provisions of the Company’s Articles of Incorporation and the “Remuneration Management Measures”. The remuneration committee considers the remuneration based on the interbank market, Company’s operating performance, and contribution of the individual to the Company’s operating objectives. The committee considers the Company’s profitability through the board of directors, the expansion plan of future operations and report to the shareholders meeting.

25

4. The State of the Company s Implementation of Corporate Governance

(1) The state of operations of the board of directors

The board of directors has held 5 meetings in the fiscal year of 2019; the attendance of directors is as shown below (A):

directors is as shown below (A):
Title Name Attendance in
Person(A)
By Proxy Attendance in
Person(%)
Remarks
Chairman Lin Zheng-Sheng 5 0 100%
Director Sixxon Precision
Machinery Co.,
Ltd.
Representative:
Yan Rui-Quan
5 0
100%
Director He Rui-Zheng 3 0 60%
Director Han Guang-Xiang
0
0 0%
Director Lu Jing-Wei 5 0 100%
Director Lin Liang-Xiong 5 0 100%
Independent
director
Gu Qing-De 5 0 100%
Independent
director
Yang Xiang-Yu 4 0 80%
Independent
director
Cai Jia-Yu 5 0 100%

The board of directors has held 2 (A) meetings in the fiscal year of 2020; the attendance of directors is as shown below:

Title Name Attendance in
Person (B)
By Proxy
Attendance in
Person Rate (%)
(B/A)

Remarks
Chairman Lin Zheng-Sheng 2 0 100%
Director Sixxon Precision
Machinery Co.,
Ltd.
Representative: Yan
Rui-Quan
2 0
100%
Director He Rui-Zheng 2 0 100%
Director Han Guang-Xiang 0 0 0%
Director Lu Jing-Wei 2 0 100%
Director Lin Liang-Xiong 1 0 50%

26

Independent
director

Gu Qing-De
2 0 100%
Independent
director

Yang Xiang-Yu
2 0 100%
Independent
director

Cai Jia-Yu
2 0 100%

2 ) TWSE/TPEx listed companies shall disclose information such as evaluation cycle and period, evaluation scope, method and content of evaluation of the self-evaluation (or peer evaluation) of the Board of Directors: (1) Evaluation implementation status of the Board of Directors:

Evaluation implementation status of the Board of Directors:

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content
Once per
year
2019.1.1-
2019.12.31
Performance
evaluation of
the overall
board of
directors,
individual
board
members, and
functional
committees
(audit
committee and
remuneration
committee)
1. Internal
evaluation
of the
Board.
2. Selfevaluati
on by
individual
Board
members.

1.The criteria for Board
performance evaluation
cover the following six
aspects:
(A) The degree of
participation in the
Company's operations.
(B) Improvement in the
quality of decision
making by the board of
directors.
(C) The composition and
structure of the board of
directors.
(D) The election of the
directors and their
continuing education.
(E) Internal controls.
(F) Participation in
corporate social
responsibility (CSR).
2. The criteria for
(self-)evaluating the
performance of the board
members cover the
following six aspects:
(A) Understanding of the
Company’s goals and
missions.
(B) Knowledge about
director’s duties.
(C) The degree of
participation in the
Company's operations.
(D) Internal relation
buildingand

27

communication. (E) Directors’ professionalism and continuing education. (F) Internal controls. 3. The criteria for functional committees’ performance evaluation cover the following five aspects: (A) The degree of participation in the Company's operations. (B) Recognition of duties of the functional committees. (C) Improvement of the decision-making quality of the functional committees. (D) Composition and appointment of members of the functional committees. (E) Internal controls.

Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions,
contents of motion, all independent directors’ opinions and the Company’s response
should be specified:
(1) Matters specified in Article 14.3 of Taiwan Securities and Exchange Act: Not
applicable. The Company has set up an audit committee and is applicable to relevant
matters of Article 14.5 of Taiwan Securities and Exchange Act. Please refer to the
operation of the Audit Committee of the annual report.
(2) Besides what is mentioned above, other Independent Directors who expressed
opposition or qualified opinions that were recorded or declared in writing as: None.
Independent directors have no objection or reservation this year.
2. To avoid conflict of interest among directors, the Director’s name, meeting content, and
reason for avoiding conflict of interest and participation in the voting process must be
properly recorded:
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions,
contents of motion, all independent directors’ opinions and the Company’s response
should be specified:
(1) Matters specified in Article 14.3 of Taiwan Securities and Exchange Act: Not
applicable. The Company has set up an audit committee and is applicable to relevant
matters of Article 14.5 of Taiwan Securities and Exchange Act. Please refer to the
operation of the Audit Committee of the annual report.
(2) Besides what is mentioned above, other Independent Directors who expressed
opposition or qualified opinions that were recorded or declared in writing as: None.
Independent directors have no objection or reservation this year.
2. To avoid conflict of interest among directors, the Director’s name, meeting content, and
reason for avoiding conflict of interest and participation in the voting process must be
properly recorded:
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions,
contents of motion, all independent directors’ opinions and the Company’s response
should be specified:
(1) Matters specified in Article 14.3 of Taiwan Securities and Exchange Act: Not
applicable. The Company has set up an audit committee and is applicable to relevant
matters of Article 14.5 of Taiwan Securities and Exchange Act. Please refer to the
operation of the Audit Committee of the annual report.
(2) Besides what is mentioned above, other Independent Directors who expressed
opposition or qualified opinions that were recorded or declared in writing as: None.
Independent directors have no objection or reservation this year.
2. To avoid conflict of interest among directors, the Director’s name, meeting content, and
reason for avoiding conflict of interest and participation in the voting process must be
properly recorded:
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions,
contents of motion, all independent directors’ opinions and the Company’s response
should be specified:
(1) Matters specified in Article 14.3 of Taiwan Securities and Exchange Act: Not
applicable. The Company has set up an audit committee and is applicable to relevant
matters of Article 14.5 of Taiwan Securities and Exchange Act. Please refer to the
operation of the Audit Committee of the annual report.
(2) Besides what is mentioned above, other Independent Directors who expressed
opposition or qualified opinions that were recorded or declared in writing as: None.
Independent directors have no objection or reservation this year.
2. To avoid conflict of interest among directors, the Director’s name, meeting content, and
reason for avoiding conflict of interest and participation in the voting process must be
properly recorded:
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions,
contents of motion, all independent directors’ opinions and the Company’s response
should be specified:
(1) Matters specified in Article 14.3 of Taiwan Securities and Exchange Act: Not
applicable. The Company has set up an audit committee and is applicable to relevant
matters of Article 14.5 of Taiwan Securities and Exchange Act. Please refer to the
operation of the Audit Committee of the annual report.
(2) Besides what is mentioned above, other Independent Directors who expressed
opposition or qualified opinions that were recorded or declared in writing as: None.
Independent directors have no objection or reservation this year.
2. To avoid conflict of interest among directors, the Director’s name, meeting content, and
reason for avoiding conflict of interest and participation in the voting process must be
properly recorded:
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
Meeting
Date
Meeting Content
Name of
Directors
Reason for
Avoiding Conflict
of Interest
Voting Participation
November
11, 2019
Approval for
distribution of
employee and
Chairman Lin
Zheng-Sheng.
Directors Lu
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not

28

directors
through
Company in
2018.
Jing-Wei, He
Rui-Zheng,
Lin
Liang-Xiong,
Deputy
Assistant
General
Manager Yan
Rui-Quan
participate in the voting
process. The remaining
Directors present
approved the case with
no dissenting opinion.
Approval for
reviewing the
implementation
of various
remuneration
projects of 2020
to by the
Company’s
directors and
managers.
Chairman Lin
Zheng-Sheng.
Directors Lu
Jing-Wei, He
Rui-Zheng,
Lin
Liang-Xiong,
Deputy
Assistant
General
Manager Yan
Rui-Quan
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
participate in the voting
process. The remaining
Directors present
approved the case with
no dissenting opinion.
Approval for
reviewing the
year-end bonus
of the
Company’s 2019
executive
business
directors and
managers.

Chairman Lin
Zheng-Sheng.
Deputy
Assistant
General
Manager Yan
Rui-Quan
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
participate in the voting
process. The remaining
Directors present
approved the case with
no dissenting opinion.
March 23,
2020
The
compensation of
employees and
directors of the
Company of
2019.
Chairman Lin
Zheng-Sheng.
Directors Lu
Jing-Wei, He
Rui-Zheng,
Deputy
Assistant
General
Manager Yan
Rui-Quan
Persons of conflict
of interest
To avoid conflict of
interest, the Directors
aforementioned did not
participate in the voting
process. The remaining
Directors present
approved the case with
no dissenting opinion.
3. Strengthening the functions of the board in the current and
establishing the Audit Committee, promoting information
conducting performance assessment:
(1) Enhance the transparency of information

29

The Company has established the “Regulations on Board Meetings” in accordance with the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” and has published the attendance of Board of Directors Meetings on Public Information Observatory. The Company has set up an Internal Significant Message Management Mechanism to avoid improper disclosure of information and ensure the consistency and accuracy of the Company’s information to outside. The Company has also established an Internal Significant Information Operating Procedures which was announced within the Company, and is also incorporated into the Company’s internal control system to implement the fairness principle of information symmetry.

  • (2) Implementation of the Corporate Governance Act

To enhance the directors and managers’ understanding of Securities Management Act and to continue to strengthen the promotion of corporate governance of related laws and regulations, in addition to providing information on recent amendments to the Board of Directors, the Board of Supervisors actively participated in the discussions on corporate governance of the competent authorities. The Company also regularly arranges courses on Corporate Governance Act to improve the benefits of the promotion and the goal of effective corporate governance.

  • (3) Improve the Company’s s remuneration system

The Company has established a remuneration committee, which is responsible for implementing the recommendations, evaluating and supervising the Company’s overall remuneration policy, also the remuneration level of directors and managers, as well as the distribution of employee compensation. In the year of 2019, the Company has completed a regular review of the performance appraisal and remuneration policies, systems, standards and structures of its directors. In the future, the Company shall continue to review the improvement of relevant system to improve the remuneration system of the Company.

  • (2) The state of operations of the audit committee or attendance of supervisor at board meetings

  • i. The state of operations of the audit committee:

The Audit Committee has held 6 meetings (A) in the fiscal year of 2019; the attendance of independent directors is as follows:

Title Name Attendance in
Person(B)
Attendance Ratio (%)
(B/A) (Note)
Remarks
Independent
Director
Cai Jia-Yu 6 100%
Independent
Director
Gu Qing-De 6 100%

30

Independent
Director
Yang
Xiang-Yu
5 83%

The Audit Committee has held 2 meetings (A) in the fiscal year of 2020; the attendance of independent directors is as shown below:

Title Name Attendance in
Person(B)
Attendance Ratio (%)
(B/A) (Note)
Remarks
Independent
Director
Cai Jia-Yu 2 100%
Independent
Director
Gu Qing-De 2 100%
Independent
Director
Yang
Xiang-Yu
2 100%
Other mentionable items:
1. While carrying out its operations, the Audit Committee must report the meeting
date of the Board of Directors, period, content, and results of the Audit
Committee’s response of the Audit Committee:
(1) Matters specified in Article 14.5 of Taiwan Securities and Exchange Act:
Audit
Committee
Meeting
Date
Content and Response
Matters on
Article 14.5
of Taiwan
Securities
and
Exchange
Act
Result of the
audit
committee
The
Company’
s response
March 25,
2019
1st time
1. Change of the CPA of financial
statement.
V
Approved by
all in audit
committee
None
2. The Company’s business report
and financial statements for
2018.
V
Approved by
all in audit
committee
None
3. The Company’s 2018 annual
surplus distribution.
V
Approved by
all in audit
committee
None
4. The new plant of the subsidiary
of Jiaxing Global PMX Co., Ltd.
V
Approved by
all in audit
committee
None
5.
The
procedures
for
the
liquidation of the subsidiary
Global
Win
Limited.
And
Dongguan Global PMX Co., Ltd
for liquidation.
V
Approved by
all in audit
committee
None
6.
The
Company’s
“Internal
Control System Statement” for
2018.
V
Approved by
all in audit
committee
None

31

7. The Company amended some of
the articles of the “Articles of
Association”.


V
Approved by
all in audit
committee
None
8. The Company amended some of
the articles in the “Operational
Procedures for Acquisition and
Disposal of Assets”.



V
Approved by
all in audit
committee
None
9.
The
Company
increased
investment in the subsidiary of
Global
PMX
Co.,
Ltd.
in
Zhejiang.



V
Approved by
all in audit
committee
None
10.
The
Company
amended
"Operational
Procedures
for
LendingFunds to Others".


V
Approved by
all in audit
committee
None
11. The Company amended some
of the articles in the “Operational
Procedures for Endorsements and
Guarantees”.



V
Approved by
all in audit
committee
None
12.
The
Company
and
its
subsidiaries
applied
for
a
comprehensive credit line from
the financial institutions.



V
Approved by
all in audit
committee
None
13. Internal audit report for the
fourth quarter of 2018.

V
Approved by
all in audit
committee
None
May 10
2019
2nd time
1.
The
Company’s
financial
statements for the first quarter of
2019.


V
Approved by
all in audit
committee
None
2 The 2018 annual review and
assess
the
performance
and
independence of the CPA.


V
Approved by
all in audit
committee
None
3. Internal audit report for the first
quarter of 2019.

V
Approved by
all in audit
committee
None
August 9,
2019
3rd time
1. Financial report for the second
quarter of 2019.

V
Approved by
all in audit
committee
None
2.
The
Company
and
its
subsidiaries
applied
for
a
comprehensive credit line from
the financial institutions.



V
Approved by
all in audit
committee
None
3. Internal audit report for the
second quarter of 2019.

V
Approved by
all in audit
committee
None
September
18, 2019
4th time
1. The
Company
intends
to
appoint a CPA, Tasi Jin-Mei, as
an independent expert advisor,
to express an opinion regarding
the
reasonableness
of
the
transaction price for future
Merger and Acquisition.






V
Approved by
all in audit
committee
None

32

September
30, 2019
5th time
1. The audit committee reports the
review result of the merger and
acquisition (M&A)
for the
equity
of
SIXXON
PRECISION
MACHINERY
CO., LTD., which is 100%
owned
by
SIXXON
PRECISION
MACHINERY
CO.,LTD.(Cayman Islands)








V
Approved by
all in audit
committee
None
2. The Company proposes to issue
new share for merging and
acquiring
the
equity
of
SIXXON
PRECISION
MACHINERY
CO.,
LTD.,
which is 100% owned by
SIXXON
PRECISION
MACHINERY
CO.,
LTD.
(Cayman Islands).








V
Approved by
all in audit
committee
None
November
11, 2019
6th time
1. Financial report for the third
quarter of 2019.

V
Approved by
all in audit
committee
None
2. The Company’s operating plan
and operating budget for 2020.

V
Approved by
all in audit
committee
None
3. The Company’s audit plan for
2020.

V
Approved by
all in audit
committee
None
4.
The
appointment
and
remuneration of the Company’s
CPA.


V
Approved by
all in audit
committee
None
5. Internal audit report for the third
quarter of 2019.

V
Approved by
all in audit
committee
None
6.
The
Company
increased
investment in the subsidiary of
Global
PMX
Co.,
Ltd.
in
Zhejiang.



V
Approved by
all in audit
committee
None
7. The
Company
and
its
subsidiaries
applied
for
a
comprehensive credit line from
the financial institutions.



V
Approved by
all in audit
committee
None
March 23,
2020
1st time
1. The Company’s business report
and financial
statements
for
2019.


V
Approved by
all in audit
committee
None
2. The Company’s 2019 annual
surplus distribution.

V
Approved by
all in audit
committee
None
3. The Company’s “Internal Control
System Statement” for 2019.

V
Approved by
all in audit
committee
None

33

==> picture [428 x 453] intentionally omitted <==

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

4. The Company and its
Approved by
subsidiaries applied for a
V all in audit None
comprehensive credit line from committee
the financial institutions.
5. Internal audit report for the Approved by
fourth quarter of 2019. V all in audit None
committee
May 11, 1. The Company’s financial Approved by
2020 statements for the first quarter of V all in audit None
2nd time 2020. committee
2 The 2019 annual review and Approved by
assess the performance and V all in audit None
independence of the CPA. committee
3. Internal audit report for the first Approved by
quarter of 2020. V all in audit None
committee
4. The Company and its
Approved by
subsidiaries applied for a
V all in audit None
comprehensive credit line from committee
the financial institutions.
2. The independent directors, the content of the resolutions, the reasons for conflict
of interest, and the participation in the voting: None.
3. Communication between independent directors and internal auditors (which
should include audit materials, methods, and results pertaining to corporate
finances and/or operations, etc.): The Company invites accountant, independent
directors and audit supervisors to hold meetings to discuss the financial
statements, and to communicate and advise on the Company’s financial, business
conditions and the audit result of internal control. The internal audit supervisor
also provides audit reports on a regular basis. Each quarterly report is submitted
to the audit committee for discussion and approval.
----- End of picture text -----

  • (3) The state of the Company’s implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for any such departure:
Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description

34

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
1. Does the Company
establish and disclose the
Corporate Governance
Best-Practice Principles
based on “Corporate
Governance Best-Practice
Principles for
TWSE/TPEx Listed
Companies”?
V The Company has revised its
“Corporate Governance Code”
with the Board of Directors’
approval on May 11, 2020. All
operations are handled in
accordance with the Code. So far,
there has not been any significant
difference. The Code has been
disclosed on the Market
Observation Post System and the
Company’s website.
No difference.
2. Shareholding structure &
shareholders’ rights
(1) Does the company
establish an internal
operating procedure to
deal with shareholders’
suggestions, doubts,
disputes and litigations,
and implement based on
the procedure?
(2) Does the company
possess the list of its
major shareholders as
well as the ultimate
owners of those shares?
V
V
(1) The Company has a
spokesperson and a deputy
spokesperson to handle matter
such as shareholder
suggestions, doubts, disputes
and an Email on the website
for investor relations, through
which shareholders can
contact the Company. The
spokesperson and the deputy
spokesperson will report back
to the general manager upon
approval of the reply.
(2) The Company has designated
specific personnel who
possesses the list of its major
shareholders as well as the
ultimate owners of those
shares and maintains close
(1) No difference.
(2) No difference.

35

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
(3) Does the Company
establish and execute the
risk management and
firewall system within its
conglomerate structure?
(4) Does the Company
establish internal rules
against insiders trading
with undisclosed
information?
V
V
relationship with them.
(3) The Company’s personnel,
assets and financial
management responsibilities
are clearly and independently
related to the Company, and
the Company has set up the
“Subsidiary Company
Monitoring Operations”,
monthly financial and
business management reports
of subsidiaries, and
implementation of risk control
mechanism for subsidiaries.
(4) The Company has established
“Procedures for Handling
Material Inside Information”
in order to avoid improper
disclosure of information.
(3) No difference.
(4) No difference.
3. Composition and
Responsibilities of the
Board of Directors
(1) Does the Board develop
and implement a
diversified policy for the
composition of its
members?
V (1) The Company has established
the “Corporate Governance
Practices and Principles” to
ensure diversity in the Board
of Directors. At present the
Company’s Board of Directors
has 9 members (including 3
independent directors). The
(1) No difference.

36

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
(2) Does the Company
voluntarily establish other
functional committees in
addition to the
Remuneration Committee
and the Audit Committee?
(3) Does the Company
establish a standard to
measure the performance
of the Board, and
implement it annually?
(4) Does the Company
regularly evaluate the
independence of CPAs?
V
V
V
members have professional
background, professional
skills and industry
experiences. (Note 2)
(2) The Company has established
the Compensation Committee
and Audit Committee. There is
no plan to form other
functional committees.
(3) The Company has established
“Rules and Procedures for the
Board of Directors’
Performance Assessment” on
11 August, 2017. It conducts
regularly scheduled
performance assessments every
year and will be reviewed by
the compensation committee
which will determine the
distribution of annual
compensation for directors and
individual details.
(4) The Company has approved
the “Accounting Assessment
and Performance Evaluation
Measure” on 11 August, 2017
through the Board of
Directors. The accounting
department of the Company
regularlyfills in the
(2)No difference
other than
volunteering
setting the
Audit
Committee in
advance
(3)No difference.
(4) No difference.

37

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
accountant assessment and
performance appraisal form
of the annual CPA service
according to the “Accounting
Assessment and Performance
Evaluation Measure” set by
the Board of Directors each
year on the independence,
competence and overall
performance of the CPA and
evaluates it to ensure of no
stakeholders. It shall be
submitted to the Board of
Directors after the evaluation
and shall be discussed on the
last board of directors’
meeting each year. Based on
the evaluation report in
which the Board of Directors
considers the CPA’s
independence and eligibility
and determines the CPA’s
public fee for the following
year to ensure the reliability
of the financial statements of
the Company.
The annual CPA assessment
and performance appraisal
results of 2018 were
reviewed and approved by
the Audit Committee on May
11, 2020 and Board of
Director on May 11, 2020.

38

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
4. Whether TWSE/TPEx
listed companies have
deployed appropriate
numbers of suitable
corporate governance
personnel, and designated
corporate governance
directors responsible for
corporate
governance-related matters
(including but not limited
to providing directors,
supervisors with
information required to
perform business, assisting
directors, supervisors in
complying with laws,
handled matters related to
meetings of the board of
directors and shareholders'
meeting on the basis of the
laws, and prepared the
minutes of the board of
directors and shareholders'
meetings, etc?
V The Management office has been
designated by the Company to
act as the corporate
governance which is
responsible for corporate
governance and relevant
matters such as providing the
information required by the
directors to conduct business,
handling matters related to the
meetings of the Board of
Directors and shareholders,
handling company registration
and changes of registration,
constructing Directors and
shareholders’ meetings,
safeguarding shareholders’
rights and strengthening the
functions of the Board of
Directors.
Business implementation in 2020:
(1) Assist independent directors
and general directors to
perform their duties, provide
necessary data and arrange
directors' further training:
<1> It provides and regularly
updates the latest
amendments and
developments of laws and
regulations related the
Company's business field
and corporate governance for
the directors when they are
appointed.
<2> It reviews the confidentiality
level of relevant information,
provides the company


No difference.

39

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
information required by the
directors, and maintains
effective communication
between directors and
business executives.
<3> It arranges related meetings
if the independent directors
need to communicate with
the internal audit supervisor
or CPA individually to
understand the Company's
financial and business status
in accordance with the
Corporate Governance Best
Practice Principles.
<4> It formulates the annual
continuing education plans
and courses for the
independent directors and
general directors based on
the Company's industrial
characteristics, education
and experience background
of the directors.
(2)Assist in meeting procedures
and resolutions on regulatory
compliance matters during the
board meeting and
shareholder’s meeting:
<1> It reports to the Board of
Directors independent
directors, and Audit
Committee on the operations

40

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
of the Company's corporate
governance and confirms
whether the shareholder's
meeting and board meeting of
the Company are held in
compliance with relevant laws
and corporate governance
codes.
<2> Assist and remind the
directors that they should
follow the laws and
regulations when performing
business or making a formal
resolution of the Board of
Directors, and propose
suggestions when the Board of
Directors is going to make an
illegal resolution.
<3> It reviews the matters related
to release of major
information upon the
important resolutions of the
Board of Directors after the
meeting, so as to ensure the
regulatory compliance and
correctness of the material
information. This is to ensure
the trading information
equivalence of investors.
(3) It drafts the agenda for the
board meeting and notifies the
directors seven days in
advance; convenes the
meetingandprovides the

41

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
meeting information reminds
the avoidance if any issue
involves the conflict of
interest, and completes the
board meeting minutes within
20 days after the meeting.
(4) It handles the registration
before the shareholder's
meeting under laws, prepares
the meeting notice, the
handbook for the meeting,
and the meeting minutes
within the statutory period,
and handle the matters of
registration changes in case of
amendments on the Articles
of Association or the
re-election of directors.
As of the publication date of the
annual report, the manager of
corporate governance has not yet
taken the course. If the refresher
course is completed, further
information will be disclosed on
the companywebsite immediately.

42

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
5. Does the Company
establish communication
channels and dedicate
section for stakeholder
(including but not limited
to the shareholders,
employees, clients and
suppliers) on its website
to respond to important
issues of corporate social
responsibility concerns?
V The Company has set up a
stakeholder area on its
website, and discloses the
contact phone number and
E-mail of the spokesperson
and deputy spokesperson. It
also provides an address for
stakeholders’ complaints. The
Company maintains good
communication channels with
its stakeholders and allows
stakeholders to have sufficient
information to judge and
defend their rights.
No difference.
6. Does the Company appoint
a professional shareholder
service agency to deal
with shareholder affairs?
V The Company authorized
“SinoPac” Bank as
shareholder services agent.
No difference.
7. Disclosure of
information
(1) Does the Company have a
corporate website to
disclose both financial
standings and the status of
corporate governance?
(2) Does the Company have
other information
V
V
(1) The Company has established
a website with dedicated
person responsible for
maintaining and updating
important financial, business
and corporate governance
information for shareholders
and stakeholders.
(2) The Company has designated
personnel to be responsible
(1)No difference.
(2)No difference.

43

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
disclosure channels (e.g.
building an English
website, appointing
designated people to
handle information on
collection and disclosure,
creating a spokesperson
system, webcasting
investor conferences)?
(3) Whether the Company
announced and reported
the annual financial report
within two months after
the end of the fiscal year,
and announced and
reported the first, second
and third quarter financial
reports and operation of
each month in advance
before the prescribed
period.
for information collection and
disclosure. There is also a
spokesperson who is
responsible for the external
speeches, and the relevant
information of the legal
person briefing is disclosed in
the investor area on the
Company’s website for public
to enquire.
(3)On March 23, 2020, the
Company has reported the 2019
Annual Financial Report, and
announced the completion of
the first, second and third
quarter of 2019 financial reports
and the operation of each month
before the provided period.

8. Is there any other
important information to
facilitate a better
understanding of the
Company’s corporate
governance practices
(e.g., including but not
limited to employee
rights, employee wellness,
investor relations,
supplier relations, rights
of stakeholders, directors’
and supervisors’ training

V
As follows:
(1) Interests and rights of
employees and care for
employees: all measures of the
Company’s employees’
interest and rights and labor
relations are in accordance
with relevant laws and
regulations, to which the
implementation is sound. Any
new or revised measures
concerning employee rights
and labor relations are agreed
(1) No difference.

44

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
records, the
implementation of risk
management policies and
risk evaluation measures,
the implementation of
customer relations
policies, and purchasing
insurance for directors
and supervisors)?
by both employers and
employees, therefore no
disputes have occurred. The
Company’s employee welfare,
retirement system and labor
agreement implementation are
described as follows:
1. Employ welfare measures and
their implementation:
guaranteed employee salary
and employee bonus, provide
labor and health insurance,
issue birthday/Mid-Autumn
Festival/Chinese New
Year/labor monies, provide
allowances for weddings and
funerals as well as domestic
and overseas holidays, hold
end-of-year parties etc., to
establish employee leave
measures in accordance with
the provisions of the Law of
Labor, implement on-the-job
training for employees,
adhering to the concept of
lifelong learning, provide
employees with facilities for
learning software and
hardware which has achieved
the goal of whole-person
education. Establish an
employee welfare committee
to coordinate employee
welfare measures andprovide

45

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
employee benefits on a
monthly basis.
2. Retirement system and its
implementation: The company
currently has full pensions
based on the Labor Standard
Laws. The pension has been
fully funded using the old
system, and since July 1, 2005
the new system has been
adopted which mean a 6% of
the salary is paid into the
employee’s individual
retirement account according
to the Labor Pension Statutes.
An actuary will assess whether
the proposal is adequate
regarding the old system at the
end of each year, if there is a
shortage it shall be made up.
3. Agreement between labor and
management: The rights and
obligations of both employers
and employees are handled in
accordance with the
provisions of the Company’s
working rules, and labor
meetings is held every quarter
to enable full communication
between labor and
management. The Company’s
labor relations are

46

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
harmonious, and there have no
been any major disputes or
loss between labor and
management.
4. Implement the employee
dividend system to enhance
employees’ coherence.
5. Designate relevant personnel to
participate in safety and health
topics. The implementation of
health checkups and health
promotion activities for all
employees will provide a safe
and healthy working
environment for employees.
(2) Investor relations: In addition
to regularly disclosing the
Company’s important
operating information, the
Company continues to
enhance the transparency of
information, so that investors
can grasp the Company’s
business development and
development plans.
(3) Supplier relations: The
Company maintains long-term
good cooperative relations
with suppliers.
(2) No difference.
(3) No difference.

47

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
(4) Relations with stakeholders:
The Company has established
various good and smooth
communication channels in
order to protect to interests of
stakeholders, adheres to the
principle of honesty, and a
responsible attitude in order to
fulfill corporate social
responsibility.
(5) Continuing education
opportunities for directors and
supervisors: According to the
rules on “Continuing
Education for Directors and
Supervisors of
TWSE/TPEx-listed
Companies”, there will be
training courses on the
Securities & Exchange Act
based on the required training
house. (Note 3)
(6) Implementation of risk
management policy and risk
measurement standards:
Various internal regulations
are created according to the
law for risk management and
evaluation.
(7) Implementation of customer
policies: The Company is
(4) No difference.
(5) No difference.
(6) No difference.
(7) No difference.

48

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
committed to quality
improvement and professional
technology to provide
customers with best services
and products.
(8) In order to implement
corporate governance, the
Company has established an
independent director system in
addition to establishing
effective internal control. It
relies on professional
experience of independent
directors, and has detailed
regulations on board meetings
in accordance with the
regulations. Liability
insurance is covered for
directors and supervisors. The
relevant insurance reports
shall be submitted to the board
of directors on May11, 2020.
(8) No difference.
9. According to the latest result of the Corporate Governance Evaluation System by the
Corporate Governance Center of TWSE, explains the amendments or propose the
priority measurements to the items which have not been improved (unnecessary for the
excluded companies):
According to the results of the 6th Corporate Governance Evaluation in 2019, the
company's ranking is 21%~35%. In order to maintain the investors’ rights and interests,
the website of the company has provided more detailed explanation of the company
profile, financial and business information, shareholders’ meeting information,
corporate governance and stakeholder information to be used as reference. The
company is continuing to strengthen and enrich the operation of corporate governance.

49

Evaluation Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Description
The company will continue evaluating the unsuccessful projects to pursue the best
achievement plan and strengthen the corporate governance.
  • Note 1: Regardless of whether “Yes” or “No” is checked, it should be specified in the Description column.

  • Note 2: Does the Board of Directors develop and implement a diversified policy for the composition of its members.

  • Note 3: Continuing education opportunities for directors.

50

The status and policy of diversified board members

  1. The policy of diversified board members:

The Company has adopted “Corporate Governance Best-Practice Principles” which requires a diversified manner when forming the board of directors. A director who is also a manager of a company should not exceed one-third of the board of directors. To formulate its operation, operational type and development needs, the basic qualifications and the diversification of professional knowledge and skills, the Company’s “Corporate Governance Best-Practice Principles” Article 20 on the diversity board member is listed as follows:

“The board structure of the Company shall be determined on the Company’s business development and its shareholdings of major shareholders, considering the need for practical operation, it is necessary to determine the appropriate board of directors for more than five persons. A director who is also a manager of a company should not exceed one-third of the board of directors. To formulate its operation, operational type and development needs with diversification shall include but not limited to the following two standards:

  1. Basic qualifications and values: gender, age, nationality and culture.

  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

Board members should generally have the knowledge, skills and literacy to perform their duties. In order to achieve the ideal goal of corporate governance, the overall ability of the board of directors should be as follows.

  1. The ability to make judgments about operations.

  2. Accounting and financial analysis ability.

  3. Business management ability.

  4. Crisis management ability.

  5. Knowledge of industry.

  6. An International market perspective.

  7. Leadership ability.

  8. Decision-making ability.”

When the Company is selecting directors, it not only considers the professional background, but also the diversification of each director. The company has total 9 directors, 3 are independent directors and 1 of which is female, Currently, the proportion of female directors is 11%. The professional background of the members covers accountancy and industrial operations. As each board member has a diverse knowledge from industrial and academic backgrounds, recommendations can be given from different angles to help improve the Company’s business performance and management efficiency.

51

3. The formation of diversified board members:

Core
Diversification
Standard
Director Name
Basic Information Industry Experience
Professional
Competence
Nationality Gender Concurrent
employee
age Independent
director
tenure

Precision Metal Part
Automobile Electric Machinery Accounting and asset
managemen
Accounting and
Financial Analysis
Operating and
Management
Mechanical engineering Risk Management
40
~
55
55
~
70


70
UP


Under 3 years
3 to 9 years 9 Years or
more
Lin
Zheng-Sheng
ROC Male V V V V V V
Sixxon Precision
Machinery Co.,
Ltd.
Representative:
Yan Rui-Quan

ROC
Male V V V V V V V V V V
Lu Jing-Wei ROC Male V V V V V V
He Rui-Zheng ROC Male V V V V V
Han
Guang-Xiang
ROC Male V V V V V
Lin
Liang-Xiong
ROC Male V V V V V
Gu Qing-De ROC Male V V V V
Yang
Xiang-Yu
ROC Male V V V V
Cai Jia-Yu ROC Fe-
male
V V V V

52

3. The status of continuing education opportunities for directors in 2019

Title Name Date of
Education
Organizer Name of Course Hours of
Education
Chairman Lin
Zheng-Sheng
2019/05/10
2019/11/11
Taiwan
Corporate
Governance
Association
1. Analysis of tax
governance from the
perspective of the
Board of Directors.
2.Potential risks and
regulatory compliance
related to governance.
6
Director Yan
Rui-Quan
Director He
Rui-Zheng
Director Han
Guang-Xiang
Director Lu Jing-Wei
Director Lin
Liang-Xiong
Independent
Director

Gu Qing-De
Independent
Director

Yang
Xiang-Yu
Independent
Director

Cai Jia-Yu

(4) Composition, responsibilities and operation status of the Compensation Committee:

i. Information on members of the Compenstion Committee

==> picture [521 x 258] intentionally omitted <==

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

Meet One of the Following
Professional Qualification Independence Attribute
Requirements, Together with at Least (Note 2 )
Five Years Work Experience
An A Judge, Has Work Concurren t
Condition Instructor Public Experience compensati
or Higher Prosecutor, in the on
Position in a Attorney, Areas of
committee
Identity Department Certified Commerce,
of Public Law, position in Remarks
(Note 1 )
Commerce, Account, or Finance, or other
Law, Other Accounting,
1 2 3 4 5 6 7 8 9 10 publicly
Finance, Professional or Otherwise
listed
Name Accounting, or Technical Necessary
or Other Specialist for the Busi- companies
Academic Who has ness of the
Department Passed a Company
Related to National
the Business Examination
Needs of and been
----- End of picture text -----

53

the
Company
in a Public
or Private
Junior
College,
College or
University
Awarded a
Certificate in
a Profession
Necessary
for the
Business of
the
Company

Convener Yang
Xiang-Yu
None -
Member Gu
Qing-De

None -
Member Cai
Jia-Yu
None -
  • Note 1: Please fill in as a director, independent director or others in Identity.

  • Note 2: All members comply with the following conditions from two years before being elected and appointed, and during his term of office. Please tick the appropriate corresponding boxes.

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

  • (2) Not a director or supervisor of the Company or its affiliated companies (unless the person is an independent director of the Company, the Company’s parent company or of any subsidiary in which the Company holds, directly or indirectly, more than 50 percent of the voting shares)

  • (3) Not a shareholder whose total holdings, including that of his/her spouse and minor children, or shares held under others’ names reach or exceed 1 percent of the total outstanding shares of the Company or rank among the top 10 individual shareholders

  • (4) Not a spouse, relative of second degree or closer, or direct blood relative of third degree or closer to the managers listed in (1) and persons listed in (2) or (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds more than 5% of the total issued shares of the Company, a top-five shareholder, or authorized representative to be a director or supervisor of the Company in accordance with Article 27, Paragraph 1 or 2 of the Company Act (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • (6) Not a director, supervisor, or employee of another company where more than half of the director positions or voting shares of that other company and the Company are controlled by the same person (however, this does not apply when serving concurrently and mutually as independent director established by the Company or its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • (7) Not a director (managing director), supervisor (managing supervisor) or employee of another company or institution where any of its chairmen, presidents, or other equivalent positions are served by the same person or is the spouse of the Company’s chairmen, presidents, or other equivalent positions (however, this does

54

not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations).

  • (8) Not a director (managing director), supervisor (managing supervisor), manager, or shareholder with 5% or more shareholding of a specific company or institution with which the Company has financial or business dealings (however, this does not apply when serving concurrently and mutually as independent director established by the Company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with provisions hereof or local laws and regulations, if that specific company or institution holds no less than 20%, but no more than 50%, of the total issued shares of the Company).

  • (9) Not a professional who provides auditing to the Company or its affiliates, or a professional who provides commercial, legal, financial, accounting, or related services to the Company or its affiliates with a total remuneration of less than NT$500,000 in the past two years, nor is an owner, partner, director (managing director), supervisor (managing supervisor), or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates. However, this does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee or Special Committee for Merger/Consolidation and Acquisition who perform their functions in accordance with laws relevant to the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Not in contravention of Article 30 of the Company Act

ii. Operation status of the Compensation Committee

  • A. There are 3 members in the Company’s Compensation Committee.

  • B. Current Term: From June 16, 2017 to June 16, 2020. The Compensation Committee held 2 meetings in the recent year

  • C. The qualifications and attendance of the Committee are shown as below (A):

Title Name Attendance
in Person
(B)
By Proxy Attendance in
Person
Rate (%) (B/A)
(Note)
Remarks
Independent
Director
Yang
Xiang-Yu
2 0 100% None
Independent
Director
Gu Qing-De 2 0 100% None
Independent
Director
Cai Jia-Yu 2 0 100% None
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the
remuneration committee, it should specify the date of the meeting, session, content of the

55

motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.

  1. Resolutions of the remuneration committee objected by members or to which reservation was expressed and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinions should be specified:
motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause
for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected by members or to which reservation
was expressed and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinions
should be specified:
motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause
for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected by members or to which reservation
was expressed and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinions
should be specified:
motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause
for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected by members or to which reservation
was expressed and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinions
should be specified:
motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause
for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected by members or to which reservation
was expressed and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinions
should be specified:
motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause
for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected by members or to which reservation
was expressed and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinions
should be specified:
Compensati
on
Committee
Meeting
Date
Discussion Resolution
March 25,
2019 1st
time
1. The compensation distribution of employees and directors of 2018.
Resolution of the compensation committee meeting (March 25, 2019): All
members of compensation committee have all approved.
The Company’s response to compensation committee: All members of
compensation committee have all approved,therefore it’s not applicable.
November
11, 2019
2nd time
1. The compensation of employees and directors of the Company of 2018.
2. The compensation items to be implemented by the directors and
managers of the Companyof 2020.
3. The 2019 year-end bonus of the directors and managers.
Resolution of the compensation committee meeting (November 11, 2019):
All members of compensation committee have all approved.
The Company’s response to compensation committee: All members of
compensation committee have all approved,therefore it’s not applicable.
March
23,
2020
1st time

1. The compensation distribution of employees and directors of the
Companyof 2019.
2. The compensation of employees and directors of the Company of 2019.
Resolution of the compensation committee meeting (March 23, 2020): All
members of compensation committee have all approved.
The Company’s response to compensation committee: All members of
compensation committee have all approved,therefore it’s not applicable.

Note 1: Those who resign from the compensation committee before the end of the year shall specify the date or resignation in the Remarks column. The in-person attendance (%) is calculated based on the number of meetings compensation committee hold during their employment and their actual attendance.

Note 2: Before the end of the year, if the compensation committee is re-elected, the members

56

of the new and old compensation committee shall be specified whether it is old, new and date of the re-election in the Remarks column. The actual attendance rate (%) is calculated based on the number of meetings compensation committee hold during its incumbency and their actual attendance.

57

(5) The state of the Company’s performance of corporate social responsibilities

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
1. Corporate Governance
Implementation
(1) Whether the Company
have conducted risk
assessments of
environmental, social
and corporate
governance issues
related to its
operations in
accordance with the
materiality principles,
and formulated
relevant risk
management policies
or strategies?
(2) Does the Company
establish exclusively
(or concurrently)
dedicated first-line
V
V
(1)The company follows the
"Corporate Social
Responsibility Best Practice
Principles", and advocates to
build a corporate culture of
integrity. All of the
employees have signed a
Confidentiality Undertaking.
The major suppliers have
signed the letter of
commitment for honesty and
integrity, in which the
supplies are required to
conduct business transaction
activities in a transparent,
fair and honest way without
corruption. For political
contributions, it is subject to
the related provisions of
"Integrity Operation
Procedures and Guidelines".
In terms of environmental
issues, each subsidiary has
established an ISO14001
management system. It
conducts environmental
inspections and risk
assessments in daily work,
and pays close attention to
and abides by the product
inspection standards
established by the legislation
of the countries.
(2) At present, the social
responsibility activities are
carried out by the
management office
(1) No difference.
(2) In the future, the
board of
directors will
authorize the

58

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
managers authorized
by the board to be in
charge of proposing
the corporate social
responsibility policies
and reporting to the
board?
part-timely. However, the
board of directors has not
authorized the senior
management and reported to
the board of directors.
senior
management
and report the
process to the
board of
directors as
necessary.
2. Issues of Environment
(1) Does the Company
establish proper
environmental
management systems
based on the
characteristics of their
industries?
(2) Does the Company
endeavor to utilize all
resources more
efficiently and use
renewable materials
which have low
impact on the
environment?
V
V
(1) The implementation of
internal environment, safety
and health inspection method
and no smoking regulations
have been set up. In the
future, the Company will
cooperate with the industry to
establish relevant
management systems for
environmental management
requirements.
(2) Cardboard boxes and
photocopying paper are
recycled and reused to
enhance paperless
applications, waste sorting
and resource recycling.
The expired paper shall be
recycled by the social
associations for reuse.
Personnel are assigned to
check and turn off the power
supplies that are not in use
during the launch break and
off-duty time, so as to avoid
unnecessary waste of
resources. The classification,
management and recycling of
business waste are carried
out in accordance with
ISO14001 operation
procedures.

(1) No difference.
(2) No difference.

59

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
(3) Whether the Company
have assessed the
current and future
potential risks and
opportunities of climate
change to the
Company, and adopted
measures to respond to
climate-related issues?
(4)Whether the Company
counted the gas
emissions of greenhouse,
water consumption and
total weight of waste in
the past two years, and
whether the Company
formulated policies on
energy saving and
carbon reduction,
reduction of greenhouse
gas and water
consumption or other
waste management?


V
(3) The Group is replacing the
light source in the offices and
the factory with the LED
lights with higher
energy-conservation
efficiency.
(4) Energy-conservation and
power-saving measures have
been implemented and
included in the management.
In the future, the Company
will formulate the energy
saving and carbon reduction
and GHG emission reduction
strategies as needed.

(3) No difference.
(4)No difference.
4. Issuse of Social
(1) Does the Company
formulate appropriate
management policies
and procedures
according to relevant
regulations and the
International Bill of
Human Rights?
V (1) The Company follows the
relevant national laws and
regulations, including the
Labor Standard Laws, the
Employment Service Law
and the Gender Equality in
Employment Law. There is
no employment
discrimination within the
Company. The Company
provides work rules,
performance evaluation
methods according to the
Company’s rules and
regulations to ensure
employees understand the
(1) No difference.

60

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
(2) Whether the Company
have formulated and
implemented
reasonable employee
benefits measures
(including salary, leave
and other benefits,
etc.), and appropriately
reflect the operating
performance or results
on the compensation of
employees?
V relevant labor laws and basic
rights.
(2) The Company formulates
employee work rules, various
systems of compensation,
vacation, retirement and
welfare measures in
accordance with laws and
regulations. Moreover, it
regularly sets reasonable and
competitive compensation
levels based on the labor
market in the overseas
production base and the
compensation situation of the
industry, plus the operating
performance of the
Company, which serves as
the reference for the
formulation of various
remuneration systems. The
remuneration of directors,
supervisors and managers
shall be paid after it is
reviewed by the
Remuneration Committee
and approved by the Board of
Directors. The distribution
standards are closely
correlated to the Company's
operating performance. The
Staff Welfare Committee of
the Company plans various
welfare measures based on
the appropriation status of
the welfare funds. The
Administration Division also
plans various welfare
activities for employees,
which are delivered to all
employees.



(2) No difference.

61

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
(3) Does the Company
provide a healthy and
safe working
environment and
organize training on
health and safety for
its employees on a
regular basis?
(4) Does the Company
provide its employees
with career
development and
training sessions?
(5) Whether the Company
has complied with
relevant laws and
regulations and
international
standards for the
V
V
V
(3) The Company building holds
a fire drill regularly to
ensure the safety of the work
environment. Labor Safety
and Health Independent
Inspection and Treatment
regulations have been
formulated. The Company
are planning to implement
health education of regular
health checkup as well as
group insurance. The office
environment is entrusted to
the property management of
the building. Special
personnel are assigned to
clean up and conduct fire
protection equipment
inspections regularly. The
office environment is
entrusted to the property
management of the building.
Special personnel are
assigned to clean up and
conduct fire protection
equipment inspections
regularly.
(4) Company regularly
implements competency
education and training for
general employees, and
supervisors at medium and
high levels, please refer to
P.69.
(5) The Company provides
customers with contact
Email addresses and
stakeholder complaint
mailboxes on the website,
(3) No difference.
(4) No difference.
(5) No difference.

62

Evaluation items Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation (Note 2)
health and safety of
customers, customer
privacy, marketing
and labeling of
products and services,
and formulated
relevant consumer
protection policies
and complaint
procedures?
(6) Whether the Company
have formulated a supplier
management policy which
requires suppliers to
comply with the relevant
regulations on issues such
as environmental
protection, occupational
safety and health, or labor
rights, and how their
implementation is.

V
which makes adequate
channels for customers’
suggestions and petitions to
protect the rights and
interests of customers.
(6) The Company’s major
suppliers are evaluated each
year. If not necessary, the
Company shall not corporate
with suppliers who are
involved in violation of
corporate social
responsibility
(6) No difference.
5. Whether the Company referred to the reporting standards or guidelines which are accepted
internationally for compiling reports which disclosed the non-financial information of the
Company, such as the corporate social responsibility report.
Whether the previous report obtained the assurance or verification statement of a
verification unit from the third party.
The Company has not yet prepared a CSR report, but will evaluate the impact and benefit
function of the report that discloses the non-financial information on the corporate social
responsibility, and further prepare a CSR report.
6. If the Company has established the corporate social responsibility principles based on “the
Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed
Companies”, please describe any discrepancy between the Principles and their
implementation:
The Company has established the corporate social responsibility principles, and has
implemented according to the principles.
7. Other important information to facilitate better understanding of the Company’s corporate
social responsibility practices:

63

Deviations from “the Implementation Status (Note 1) Corporate Social Responsibility Best-Practice Evaluation items Principles for Yes No Abstract Explanation (Note 2) TWSE/TPEx Listed Companies” and Reasons When hiring, the Company adopts appropriate methods regardless of race, gender, age, political view or regions, but consider the individual’s professional knowledge and skills to provide fair employment opportunities for the applicant and making sure the work they do is voluntary. The Company actively participates in works with various social services and help underprivileged groups in order to help the community who are in need, have a caring heart to give back to the society. For example, the Company regularly donate to Mingxin University of Science and Technology's disadvantaged bursaries and scholarships for some departments, and offer employment opportunities for the disabled. While striving to operate the industry and provide a stable and exceptional working environment, the Company also seeks maximum benefits for the shareholders and related stakeholders. In the future, in addition to improving product quality, strengthening competiveness and cultivating professional talents, the Company actively demonstrates corporate responsibility and implements its core values.

  • Note 1: If "Yes" is selected for the operation status, please explain the important policies, strategies, measures and implementation status. If "No" is selected for the operation status, please explain the reason and the related policies, strategies and measures to the implemented in the future.

  • Note 2: The Company has compiled a corporate social responsibility report, and the Description indicates the method of reviewing the CSR report and the replacement of index page.

  • Note 3:The materiality principle refers to those related to environmental, social and corporate governance issues that have significant influence on the Company's investors and other interested parties.

  • (6) Circumstances of the company fulfilling ethical corporate management and the differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and the reasons thereof.

Evaluation Implementation Status (Note 1) Deviations from
“the Ethical

64

Yes No Description Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
1. Establishment of ethical
corporate management
policies and programs
(1) Did the company
develop ethical
corporate management
policies approved by the
board of directors and
clearly state its policies
and practices of ethical
corporate management
in the regulations and
external documents? Are
the Board of Directors
and the senior
management
implementing the
commitment to business
policies?
(2) Did the company
establish the assessment
system for the risks of
unethical behaviors and
regularly analyze and
assess the business
activities with higher
risks of unethical
behaviors within its
business scope?
Furthermore, did the
company establish

V
V
(1) The Company has formulated
「Procedures for Ethical
Management and Guidelines
for Conduct」that approved by
the Board of Directors in
accordance with「Corporate
Social Responsibility Best
Practice Principles」, and the
Company’s stipulate that
employees shall not accept
hospitalities, gifts, kickbacks,
or other unlawful interests due
to their duties or violations of
their duties. These operations
have been disclosed on the
company website and Market
Observation Post System
(MOPS) to implement
corporate governance and
integrity management policies.
(2) The Company’s “Integrity
Operations Code” and
“Procedures for Ethical
Management and Guidelines
for Conduct” clearly states the
prohibition of giving bribery or
taking bribery, offering illegal
political contributions,
improper charitable donations
or sponsorship, unreasonable
gifts, hospitality or other
improper benefits. The
(1)No difference.
(2)No difference.

65

Evaluation Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from
“the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
Yes No Description
prevention programs
against unethical
behaviors, which at least
covered the prevention
measures for the
behaviors in Article 7,
Paragraph 2 of “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM Listed
Companies”?
(3) Has the Company clearly
established and
implemented operating
procedures, code of
conduct, penalties for
violation and complaint
system in the prevention
programs against
unethical behaviors as
well as reviewed and
revised the
aforementioned programs
regularly?
V Company also regularly issues
notices and information of
relevant regulations to enhance
integrity and self-discipline.
(3) The Company has established
an effective accounting system
and internal control system for
business activities with high
risk of unethical conducts, and
reviews it on a regular basis to
ensure that the design and
implementation of the system
is effective. The Company also
carries out internal audit plans
on a regular basis to effectively
prevent violations.
(3)No difference.
2. Fulfill operations integrity
policy
(1) Does the Company
evaluate business
partners’ ethical records
and include
ethics-related clauses in
business contracts?
(2) Has the company
V (1) The Company avoids dealing
with those who have records of
unethical conducts when
engaging in business, and
stipulates the terms of integrity
in the relevant business
contract.
(1)No difference.

66

Evaluation Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from
“the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
Yes No Description
established units
exclusive for the
promotion of ethical
corporate management,
which are affiliated
under board of
directors and will
report regularly (at
least once a year) to
board of directors
about the programs,
supervision and
execution situations for
the ethical corporate
management policies
and the prevention
against unethical
behaviors?
(3) Does the Company
establish policies to
prevent conflicts of
interest and provide
appropriate
communication channels,
and implement it?
(4) Has the Company
established effective
V
V
V
(2) The Company's Administration
Division is the dedicated unit
that promotes business
integrity. According to the job
responsibilities and scope of
eachdepartment, it is
responsible for assisting the
Board of Directors and the
management to formulate and
supervise the implementation
of integrity operation policies
and prevention programs, and
ensuring the implementation of
the Integrity Operations Code.
Its implementation shall be
reported to the Board of
Directors regularly every year.
The situation of integrity
operations will be reported to
the Board of Directors and
disclosed on the Company
website in the third quarter of
this year.
(3) The Company has established a
policy to prevent conflicts of
interest in the Integrity
Operations Code, it shall
report to the audit committee,
managers, and internal audit
supervisors if there are
violations.
(4) The management of the
Company has established an
(2)No difference.
(3)No difference.
(4)No difference.

67

Evaluation Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from
“the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
Yes No Description
accounting systems and
internal control systems
for implementing Ethical
Corporate Management
and has its internal audit
unit developed relevant
audit programs according
to the assessment results
for the risks of unethical
behaviors as well as
reviewed compliance to
prevention against
unethical behaviors or
entrusted accountants to
conduct the review ?
(5) Does the Company
regularly hold internal
and external educations
trainings on operational
integrity?
V effective accounting system
and internal control system.
The internal auditors have
planned the audit according to
the risk levels and carried out
the evaluation. So as to
reasonably ensure the
implementation of integrity
operations.
(5) The Company promotes the
Integrity Operations Code
from time to time in various
meetings. In the future, the
Company will offer regular
educational trainings on
integrity management as
necessary.
(5)No difference.
3. Operation of the integrity
channel
(1) Does the Company
establish both a
reward/punishment
system and an
integrity hotline?
Can the accused be
reached by an
appropriate person
for follow-up?
V (1) The Company’s “Procedures
for the Management of
Fraudulent Conduct” has
provided proper reporting
channel and the
whistleblower’s identity and
the content of the report shall
be kept confidential. If
violations of laws and
(1)No difference.

68

Evaluation Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from
“the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
Yes No Description
(2) Has the Company
established standard
operating procedures
for the investigation
on complaints and
the follow-up
measures to be
adopted after the
investigation is
completed as well as
the relevant
confidentiality
mechanisms?
(3) Does the Company
provide proper
whistleblower
protection?
V
V
regulations or ethical conduct
are found, they may be reported
to an internal audit supervisor
or other appropriate person.
(2) In order to encourage
employees to report violations,
the Company has established
the “Procedures for the
Management of Fraudulent
Conduct”, of which employees
know that the Company will do
its utmost to protect the privacy
of the whistleblower and keep
it confidential.
(3) The Company shall be
responsible for the
confidentiality and protection
of the whistleblower.
(2)No difference.
(3)No difference.
4. Strengthening information
disclosure
(1) Does the Company
disclose its ethical
corporate
management policies
and the results of its
implementation on
the Company’s
website and MOPS?
V The Company has a website that
discloses relevant information of
the Company and has designated
people who are responsible for
data maintenance and updates. At
present, there is no disclose of
the ethical corporate
management topromote results.
The Company
will gradually
strengthen the
disclosure of
information.
5. If the Company has established the ethical corporate management policies based on the
“Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed

69

Evaluation Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from
“the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies” and
Reasons
Yes No Description
Companies”, please describe any discrepancy between the policies and their
implementation:
The Company has established “Ethical Corporate Management Best-Practice Principles”,
which have been implemented according to the principles, therefore, there is no
difference.。
6. Other important information to facilitate a better understanding of the Company’s ethical
corporate management policies (such as review and revision of regulations): None

(7) If the Company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched:

The Company has established the integrity operation rules according to the “Integrity Operation Best Practice Principles”, “Corporate Social Responsibility Policy”, “Integrity Operations Code”, “Procedures for Ethical Management and Guidelines for Conduct” and “Material Inside Information Procedures” for TWSE/GTSM-Listed Companies”, as well as setting up the audit committee and remuneration committee, related guidelines and regulations can be found on MOPS or it’s the Company’s official website (http://www.global.com.tw/).

(8) Other significant information that will provide a better understanding of the state of the Company’s implementation of corporate governance may also be disclosed:

  1. The Company has established procedures for handling material inside information, and all relevant documents required for the disclosure of important information shall comply with the Company’s internal procedures.

  2. The disclosure of material inside information shall be handled with by the spokesperson. Other than the Company’s Chairman, spokesperson and deputy spokesperson, the personnel of the Company shall not disclose the internal important information without authorization.

70

3. The status of manager and employee educational training of 2019:

The status of manager educational training

Title Name Date of
Education
Organizer Name of Course House of
Education
Corporate
Governance
supervisor
Yan
Rui-Quan
2019.07.30
~07.31
Securities and
Futures Institute
Board of Directors and
Supervisors Operational
Practice and Corporate
Governance Seminar
12
2019.10.22
~10.23
The Institute of
Internal
Auditors-Chine
se

Pre-employment operational
practice for enterprise's
internal auditors
18
Accounting
supervisor
Huang
Yao-Ling
2019.07.25
2019.07.26
Accounting
Research and
Development
Foundation
Continuous education of
Issuer’s Securities and Stock
Exchange for accounting
supervisors
12

The status of employee educational training

Title Name Date of
education
Organizer Name of course House of
education
Representative
of Accounting
supervisor
Wu
Zheng-
Fen
2019.6.20
2019.6.21
Accounting
Research and
Development
Foundation
Continuous education of
Issuer’s Securities and Stock
Exchange for accounting
supervisors
12
Audit supervisor
Kao
Xun-
Feng
2019.7.17 The Institute of
Internal
Auditors-Chine
se

How internal auditors
interpret operating
performance from IFRS
financial statements
6
2019.7.19 Accounting
Research and
Development
Foundation
Internal audit and internal
control practice of employee
incentive systems in the
enterprises
6
Representative
of Audit
supervisor
Yang
Shu-Juan
2019.7.15 The Institute of
Internal
Auditors-Chine
se

Discussion on auditing
practice and ethics
6

2019.8.15
Brief introduction and
verification operation focus of
IFRS leasing and financial
instruments
6

71

(9) Status of implementation of internal control system:

  • i. Statement of Internal Control System

Global PMX Co., LTD.

Statement of Internal Control System

Date: March 23, 2020

Based on the findings of a self-assessment, Global PMX Co., Ltd. states the following with regard to its internal control system during the year 2019:

  1. The Company’s board of directors and managements are responsible for establishing, implementing, and maintaining an adequate internal control system and have already established it. Its purpose is: i. to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets); ii. The report has reliability, timeliness, transparency; iii. It is compliance with applicable rulings, laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its three stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  3. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of an Internal Control System by Public Companies (herein below, the Regulations). The criteria adopted by the Regulations identify five key components of managerial internal control: i. control environment, ii. Risk assessment, iii. Control activities, iv. Information and communication, and v. monitoring activities.

  4. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  5. Based on the findings of such evaluation, the Company believes that, on December 31, 2019, it has maintained, in all material respects, an effective internal control

72

system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.

  1. This Statement is an integral part of the Company’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Law.

  2. This Statement was approved by the board of directors in their meeting held on March 23, 2020, with none of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

Global PMX Co., LTD.

Chairman: Lin Zheng-Sheng

General Manager: Lin En-Dao

  • ii. If CPA was engaged to conduct a Special Audit of Internal Control System, provide its audit report: None.

73

  • (10) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements:

  • i. Sanctions imposed in accoraance with the law upon the Company or its internal personnel: None.

  • ii. Any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvments: None.

  • (11) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:

i. The Shareholders Meeting

1. Important resolutions made by the Shareholders Meeting of 2019

The Company held a shareholders’ meeting on June 14, 2019. Important resolutions and implementations made by the shareholders’ meeting

Major Resolutions Resolution Result Implementation Status
Approval of the 2018
Business Report and
Financial Statements
Approved the board’s
proposal by voting
Not available.
Approval of the 2018
Surplus Earnings
Distribution
Approved the board’s
proposal by voting
(1) The cash dividend of
shareholders was
NT$253,995,400, and the
cash dividend per share
was NT$3.1.
(2) The ex-dividend date was
August 3, 2019, and was
issued on August 23,2019.

74

Discussion and approval
of the amendment to the
provision company’s
“Incorporation Artical”
Approved the board’s
proposal by voting
It was registered and
announced on the website of
the Company upon the
approval of the Ministry of
Economic Affairs on July 01,
2019.
Discussion and approval
of the amendment to the
provision company’s
“Operational Procedure
for Acquisition and
Disposal of Assets
Approved the board’s
proposal by voting
After the resolution of the
shareholders’ meeting, it was
uploaded onto MOPS as well
as the Company’s website,
and follows the revised
procedures.
Discussion and approval
of the amendment to the
provision company’s
“Operational Procedures
for Loaning Funds to
Others ”
Approved the board’s
proposal by voting
After the resolution of the
shareholders’ meeting, it was
uploaded onto MOPS as well
as the Company’s website,
and follows the revised
procedures.
Discussion and approval
of the amendment to the
provision company’s
“Operational Procedures
for Endorsement and
Guarantee”
Approved the board’s
proposal by voting
After the resolution of the
shareholders’ meeting, it was
uploaded onto MOPS as well
as the Company’s website,
and follows the revised
procedures.
  • (2)Important resolutions made by the First Special Shareholders Meeting of 2019

The Company held the First Special Shareholders’ Meeting on November 19, 2019. Important resolutions and implementations made by the shareholders’ meeting:

Major Resolutions Resolution Result Implementation Status
Discussion and approval
the Company proposes to
issue new share for
merging and acquiring the
equity of SIXXON
PRECISION
MACHINERY CO.,
LTD., which is 100%
owned by SIXXON
PRECISION
MACHINERY CO.,
LTD.(Cayman Islands)
Approved the board’s
proposal by voting
The stock conversion is
completed on the stock
conversion reference date
April 13, 2020, since then
SIXXON PRECISION
MACHINERY CO., LTD.
becomes a 100%
shareholding subsidiary of
the Company.

75

  • ii. Important resolutions made by the board of directors’ Meeting during 2019 and up to the date of publication of the annual report:
Meeting Date Important Resolutions Implementation Status
March 25, 2019
1st time











1. Change of the financial
statement CPA.
2. The business report and
financial report of 2018.
3. The earnings distribution of
2018.
4. The distribution of
compensation for employees
and directors of 2018.
5. The new plant of the
subsidiary of Jiaxing Global
PMX Co., Ltd.
6. The procedures for the
liquidation of the subsidiary
Global Win Limited. And
Global PMX Co.,Ltd (In
Dongguan).
7. The Internal Control System
Statement of 2018.
8. Amending certain parts of
the provisions of
“Regulations Governing
Procedure for Board of
Directors.
9. Amending certain parts of
the provisions of “Articles of
Incorporation”.
10. Amending certain parts of
the provisions of the
“Operational Procedures for
the Acquisition and Disposal
of Assets".
11. Amending certain parts of
the provisions of the
“Corporate Governance Best
Practice Principles”.
12.The Company increased
investment in its subsidiary










1. All attending directors have
approved.
2. All attending directors have
approved.
3. All attending directors have
approved.
4. All attending directors have
approved.
5.All attending directors have
approved.
6. All attending directors have
approved.
7. All attending directors have
approved.
8. All attending directors have
approved.
9. All attending directors have
approved.
10. All attending directors have
approved.
11.All attending directors have
approved.
12. All attending directors have
approved.

76

Meeting Date Important Resolutions Implementation Status


Global PMX Co., Ltd. in
Zhejiang.
13. Amending certain parts of
the provisions of the
“Operational Procedures for
Lending Funds to Others".
14. Amending certain parts of
the provisions of the
“Operational Procedures for
Endorsements and
Guaranteess".
15. The Company and its
subsidiaries proposed to
apply for a comprehensive
credit limit from financial
institutions.


13. All attending directors have
approved.
14 All attending directors have
approved.
15. All attending directors have
approved.
May 10, 2019
2ndtime

1.The
report
of
Company
financial statements of the
first quarter of 2019.
2. The 2018 annual review and
assess the performance and
independence of the CPA.

1. All attending directors have
approved.
2. All attending directors have
approved.
August 9, 2019
3rdtime

1. The report of Company
financial statements of the
second quarter of 2019.
2. The Company and its
subsidiaries proposed to
apply for a comprehensive
credit limit from financial
institutions.

1. All attending directors have
approved.
2. All attending directors have
approved.
Sepember 30, 2019
4thtime
1.The Company proposes to
issue new share for merging
and acquiring the equity of
SIXXON
PRECISION
MACHINERY CO., LTD.,
which is 100% owned by
SIXXON
PRECISION
MACHINERY CO., LTD.
(Cayman Islands).
1. All attending directors have
approved

77

Meeting Date Important Resolutions Implementation Status
2.Matters related to the
Convening of 2019 the First
Special Shareholders’
Meeting.
2. All attending directors have
approved.
November 11, 2019
5thtime








1. The report of Company
financial statements of the
third quarter of 2019.
2. The Company’s operating
plans and budget of 2020.
3. The Company’s audit plans
of 2020.
4. The appointment and
remuneration of the
Company CPA of 2020.
5. The distribution for the
Company’s employee and
director remuneration of
2018.
6. Proposed the
implementations of various
remuneration projects by the
directors and managers of
2020.
7. The Company’s directors
and managers’ year-end
bonus of 2019.
8. The Company increased
investment in its subsidiary
Global PMX Co., Ltd. in
Zhejiang.
9. The Company and its
subsidiaries proposed to
apply for a comprehensive
credit limit from financial
institutions.








1. All attending directors have
approved.
2. All attending directors have
approved.
3. All attending directors have
approved.
4. All attending directors have
approved.
5. All attending directors have
approved.
6. All attending directors have
approved.
7. All attending directors have
approved.
8. All attending directors have
approved.
9. All attending directors have
approved.
March 23, 2020
1sttime


1. The business report and
financial report of 2019.
2. The earnings distribution of
2019.
3. The distribution of


1. All attending directors have
approved.
2. All attending directors have
approved.
3. All attending directors have

78

Meeting Date Important Resolutions Implementation Status







compensation for employees
and directors of 2019.
4. The distribution for the
Company’s employee and
director remuneration of
2019.
5. The Internal Control System
Statement of 2019.
6. Amending certain parts of
the provisions of“Articles of
Incorporation”.
7. Amending certain parts of the
provisions of “Regulations
Governing Procedure for
Board of Directors.
8. Amendment to the Rules of
Procedure for Shareholders’
Meeting.
9. Amendment to Corporate
Social Responsibility Best
Practice Principles.
10. Formulate Procedures for
Ethical Management and
Guidelines for Conduct.
11. Matters related to the
convening of the 2020
shareholders’ general meeting.
12. Matters concerning the
rights of shareholders to
propose agendas for the 2020
Annual General Meeting of
Shareholders.
13. To elect nine Directors
(including six directors and
three independent directors).
14. The nomination for the
candidates of directors.
15. The directors (independent
director) candidates
nominated and reviewed by
Board of Directors.











approved.
4. All attending directors have
approved.
5. All attending directors have
approved.
6. All attending directors have
approved.
7. All attending directors have
approved.
8. All attending directors have
approved.
9. All attending directors have
approved.
10. All attending directors have
approved.
11. All attending directors have
approved.
12. All attending directors have
approved.
13. All attending directors have
approved.
14. All attending directors have
approved.
15. All attending directors have
approved.

79

Meeting Date Important Resolutions Implementation Status

16. Removal the Company new
elected directors and their
representatives from the
non-compete agreement
restrictions.
17. The Company and its
subsidiaries proposed to
apply for a comprehensive
credit limit from financial
institutions.
18. To schedule the Date of Share
Exchange of the Company and
SIXXON PRECISION
MACHINERY CO., LTD.



16. All attending directors have
approved.
17. All attending directors have
approved.
18. All attending directors have
approved.
May 11, 2020
2ndtime



1. The report of Company
financial statements of the
first quarter of 2020.
2. The 2019 annual review and
assess the performance and
independence of the CPA.
3. Amendment to Corporate
Governance Best Practice
Principles.
4. The Company and its
subsidiaries proposed to
apply for a comprehensive
credit limit from financial
institutions.



1. All attending directors have
approved.
2. All attending directors have
approved.
3. All attending directors have
approved.
4. All attending directors have
approved.

Implementation status: The resolutions of the board of directors have been completed according to the board of directors.

  • (12) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.

  • (13) A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the Company’s chairman, general manager, principal accounting officer, principal financial offer, chief internal auditor, and principal research and development officer: None.

80

5. Information on CPA Professional Fees:

Accounting Firm Name of CPAs Name of CPAs Period Covered by
CPA’s Audit
Remarks
Deloitte & Touche Taiwan Weng,
Roy
Kuo,
Frida N.
January 1,
2019~December 31,
2019
-

Unit: NT$ Thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit fee Non-Audit
fee
Subtotal
1 Under 2,000 thousand - 275 -
2 2,000 thousand(included)~4,000
thousand
3,100 - 3,375
3 4,000 thousand(included)~6,000
thousand
- - -
4 6,000 thousand(included)~8,000
thousand
- - -
5 8,000 thousand(included)~10,000
thousand
- - -
6 Over 10,000 thousand(included) - - -

(1) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees are as well as details of non-audit services shall be disclosed: None.

Unit: NT$ Thousand

Accounting
firm
Name
of CPA
Audit
Fee
Non-Audit fee Non-Audit fee Non-Audit fee Non-Audit fee Non-Audit fee Period
Covered by
CPA’s Audit
Remarks
System
of
Design


Com-
pany
Registra-
tion
Human
Resour
ces

Others
(Note)
Sub-
total
Deloitte &
Touche
Taiwan
Weng,
Roy
Kuo,
Frida N.
3,100 - - - 275 275 Covers the
full
financial
year

TP transfer
price of
NT$230
thousand,
and business
tax of NT$45
thousand.

81

  • (2) When the Company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: None.

  • (3) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15% or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefore shall be disclosed: None.

6. Information on Replacement of Certified Public Accountant:

(1) Regarding the former CPA:

Replacement Date Approved by the board of directors on March 25, 2019 Approved by the board of directors on March 25, 2019 Approved by the board of directors on March 25, 2019 Approved by the board of directors on March 25, 2019 Approved by the board of directors on March 25, 2019
Replacement reasons and
explanations
The Company co-operated with Deloitte Taiwan internal
rotation in order to strengthen the independence of the
CPA, from the fourth quarter of 2018, the CPA will be
Weng, Roy and Kuo, Frida N. in place of Weng, Roy and
Chen Hui-Ming.
Describe whether the company
terminated or the CPA did not
accept the appointment
S t a t u s \P a r t i e s
CPA
The
Company
Appointment terminated
automatically
Not
available
Not available
Appointment rejected
(discontinued)
Not
available
Not available
Other issues (except for
unqualified issues) in the audit
reports within the last twoyears
None
Differences with the company Yes Accounting principles
orpractices
Disclosure of financial
statement
Audit scope or steps
Others
No
Remarks Not available
Other revealed matters None

82

(2) Regarding the successor CPAs

Name of accounting firm Deloitte & Touche Taiwan
Name of CPA Weng, Roy and Kuo, Frida N.
Date of appointment Approved by the board of directors on March 25, 2019
Consultation results and
opinions on accounting
treatments or principles with
respect to specified transactions
and the Company’s financial
reports that the CPA might issue
prior to the engagement
None
Succeeding CPA’s written
opinion of disagreement
towards the former CPA
None

(3) The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the standards:

None.

7. The Statement of the Company’s Chairman, President, and Financial or Accounting Managers has in the Most Recent Year Held a Position at the Accounting Firm of Its CPA or at Affiliated Enterprise of Such Accounting Firm, the Name and Position of the Person, and the Period during which the Position was Held, shall be Disclosed: None.

8. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests (During the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report) by a Director, Supervisor, Managerial Officer, or Shareholder with A Stake of More than 10 Percent during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report:

83

(1) Change in equity transfer and equity pledge:

Unit: Shares

Unit: Shares Unit: Shares
Title Name 2019 Current year to March 31,
2020
Shareholding
Increase/
Decrease

Pledged
Shares
Increase/
Decrease
Shareholding
Increase/
Decrease
Pledged
Shares
Increase/
Decrease
Chairman Lin Zheng-Sheng
Director and
Major
Shareholder
Representative for
Sixxon Precision
Machinery Co.,f Ltd.:
Yan Rui-Quan
Representative
of Director and
Deputy General
Manager
Yan Rui-Quan 44,000
Director He Rui-Zheng (120,000)
Director Han Guang-Xiang
Director Lu Jing-Wei (5,000)
Director Lin Liang-Xiong
Independence
Director
Gu Qing-De
Independence
Director
Yang Xiang-Yu
Independence
Director
Cai Jia-Yu
General
Manager
Lin En-Gao (10,000)
Deputy General
Manager
Lin Zhong-Yong
Deputy General
Manager
Lin Ci-Qing
Deputy General
Manager
Chen Zong-Hong
Deputy General
Manager
Gao Fu-Qiang

84

Manager Wen Zhao-Hong
Financial
Manager
Xu Xue-Lian (25,000)
Accounting
Manager
Huang Yao-Ling
  • (2) Information on equity transfer: The counterparties of equity transfer are not related parties.

(3) Information on equity pledge: The counterparties of share pledges are not related parties.

85

9. Relationship Information, if among the Company’s 10 Largest Shareholders any One is a Related Party or a Relative within the Second Degree of Kinship of Another:

April 24,2020,Unit: Share April 24,2020,Unit: Share April 24,2020,Unit: Share
Name Shareholding Spouse &
Minor Current
Shareholding
Shareholding
by Nominee
Arrangement
Names and the Relationship among
the Top Ten Shareholders in the
Relationship of Related Parties or
Spouses, Blood Relatives wWithin
the Second Degree of Kinship
Re-
marks
Share % Share % Share % Name Relations
Sixxon Precision Machinery
Co., Ltd. (Cayman Islands)
Chairman :Lin En-Dao
24,000,000 22.66%
0
0 0 0 Sixxon Precision
Machinery Co., Ltd.
NEW ALLIANCE
GROUP LIMITED
The Chairman is
Farhter-son.

Sixxon Precision Machinery
Co., Ltd.
Chairman Lin Zheng-Sheng
12,256,900 11.57% 0 0 0 0 NEW ALLIANCE
GROUP LIMITED
The Chairman is
the same person.



Sixxon Precision
Machinery Co., Ltd.
(Cayman Islands)
The Chairman is
Farhter-son.
NEW ALLIANCE GROUP
LIMITED
Representative: Lin
Zheng-Sheng
5,386,600 5.08% 0 0 0 0 Sixxon Precision
Machinery Co., Ltd.

The Chairman is
the same person.



Sixxon Precision
Machinery Co., Ltd.
(Cayman Islands)

The Chairman is
Farhter-son.
ELMER LIMITED
Representative: Han
Guang-Xiang

0
0 0 0 None None
5,376,700
5.08%
ELNO TECHNOLOGY
CO., LTD
Representative: He
Rui-Zheng

0
0 0 0 None None
5,376,700
5.08%
TMK Co., Ltd
Representative: Wang
Jian-Zhen

0
0 0 0 None None
4,576,700
4.32%
Cathay Life Insurance Co.,
Ltd. Chairman:Cai
Hong-Tu

0
0 0 0 None None
4,175,000
3.94%
NEW GIANT LIMITED
Representative: Lu
Jing-Wei

0
0 0 0 None None
4,165,700
3.93%
Fubon Life Insurances Co.,
Limited
Chairman: Cai Ming-Xing
3,726,000
0
0 0 0 None None

3.52%
RICH ABUNDANT
LIMITED
Representative: Lin
Liang-Xiong
2,666,000
0
0 0 0 None None

2.52%

86

10. The Total Number of Shares and Total Equity Stake Held in any Single Enterprise by The Company, Its Directors and Supervisors, Managers, and any Companies Controlled either Directly or Indirectly by the Company:

December 31, 2019 Unit: USD/Thousands: %

Affiliated
Enterprises (Note)
Ownership by the
Company
Ownership by the
Company
Directors, Supervisors,
Managers, and
Directly/Indirectly
Controlled Businesses
Directors, Supervisors,
Managers, and
Directly/Indirectly
Controlled Businesses
Total Ownership Total Ownership
Shares % Shares % Shares %
Fortune Tower
HoldingCO., Ltd.
100,750 100% 0 0 100,750 100%
Seamax
International Ltd.
1,000 100% 0 0 1,000 100%
Ace Plus
Technology
Limited.
50 100% 0 0 50 100%
Seamax
Manufacturing Pte.
Limited.
12,200 100% 0 0 12,200 100%
Global Win
Limited.
10,000 100% 0 0 10,000 100%
Global Advance
Technology
Limited.
100% 0 0
100%
72,750 72,750
Seamax
Manufacturing
Pte., Ltd.(In
Dongguan)
(Note) 100% 0 0 (Note) 100%
Global PMX Co.,
Ltd.(In Dongguan)
(Note) 100% 0 0 (Note) 100%
Global PMX Co.,
Ltd.(In Zhejiang).
(Note) 100% 0 0 (Note) 100%
Global PMX Co.,
Ltd.( In Jiaxing)
(Note)
100%
0 0 (Note) 100%

Note: Shares of non-limited companies are not issued; the Company’s investment is expressed in proportion to equity.

87

IV. Capital Overview

1. Capital and Shares

(1) Sources of Capital

i. The formation of capital

Unit: Thousand Shares: NT$

Unit: Thousand Shares: NT$ Unit: Thousand Shares: NT$ Unit: Thousand Shares: NT$
Year/
Month
Par
Value
(NT$)
Authorized Capital Paid-In Capital Remarks
Shares Amount Shares Amount Source of
Capitals
Capital
Increased by
Assets Other
than Cash


Other
(Date of
Approval,
Preference
Number)
February
1987
10 1,000 10,000 1,000 10,000 Establish-
ment of
share
capital
None Note 1
April 1995 10 5,000 50,000 5,000 50,000 Cash
increase
None Note 2
November
1997
10 10,000 100,000 10,000 100,000 Cash
increase
None Note 3
November
2011
20 65,000 1,500,000 65,000 650,000 Cash
increase
None Note 4
September
2013
25 150,000 1,500,000 75,000 750,000 Cash
increase
None Note 5
August
2015
63 150,000 1,500,000 83,000 830,000 Cash
increase
None Note 6
May 2016 - 150,000 1,500,000 81,934 819,340 Treasure
stock
retired
None Note 7
April 2020 - 150,000 1,500,000 105,934 1,059,340
Issue new
shares for
share
exchange
None Note 8

Note 1:Approved by Municipal Government of Taipei government built No. 121418. Note 2:Cash increased by 40,000 thousand, Taipei Municipal Government Construction Bureau approved the case of 969317.

Note 3:Cash increased by 50,000 thousand, government built No. (86)126037 was approved.

  • Note 4:Cash increased by 550,000 thousand, government built No. 10001279430 was approved on December 13, 2011.

  • Note 5:Cash increased by 100,000 thousand, government built No. 10201209350 was approved on October 14, 2013.

  • Note 6:Cash increased by 80,000 thousand, government built No. 10401178660 was approved on August 31, 2015.

  • Note 7:Treasure stock retired by 1,066 thousand, case of 10501098320 was approved on May 11, 2016.

Note 8:Issue new shares by 24,000 thousand, case of 10901068070 was approved on May 25, 2020.

88

ii. Type of stock

As of April 24, 2020, Unit: Thousands

Type of Stock Authorized Capital Authorized Capital Authorized Capital Remarks
Issued Share Un-Issued
Shares
Total
Registered
common stock
105,934 44,066 150,000 15,000 thousand shares
were reserved for the
issuance of stock options.

iii. Information on shelf registration system: None.

(2) Shareholder Structure

As of April 24, 2020, Unit: Person: Shares: %

Oh Foreign
Iii
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions

ter
Juridical
Person
Individuals
nsttutons
and
Foreign
Persons
Total
Number of
shareholders
1 15 39 3,309 72 3,436
Shareholding
25,000
10,881,000 15,692,910 15,947,231 63,387,859 105,934,000
Holding
percentage
(%)
0.02 10.27 14.82 15.05 59.84 100.00

(3) Shareholding Distribution Status

i. Common stock

NT$10 Per Share

As of April 24, 2020

Class of Shareholding Number of
Shareholders
Shareholding Percentage (%)
1
~
999
170 11,175 0.01
1,000
~
5,000
2,875 4,720,660 4.45
5,001
~
10,000
163 1,293,439 1.22
10,001
~
15,000
51 664,000 0.63
15,001
~
20,000
27 513,000 0.48
20,001
~
30,000
32 823,000 0.78
30,001
~
50,000
30 1,205,000 1.14
50,001
~
100,000
25 1,776,000 1.68
100,001
~
200,000
26 3,621,000 3.42
200,001
~
400,000
12 3,314,776 3.13
400,001
~
600,000
5 2,520,000 2.38
600,001
~
800,000
4 2,768,000 2.61
800,001
~
1,000,000
1 830,000 0.78
Over 1,000,001 15 81,873,950 77.29
Total 3,436 105,934,000 100.00

89

ii. Preferred stock: None

(4) Major Shareholders:

List all shareholders with a stake of 5 percent or greater, or the names of the top ten shareholders, specifying the number of shares and takes held by each shareholder on the list.

List all shareholders with a stake of 5 percent or greater, or the names of the top ten
shareholders, specifying the number of shares and takes held by each shareholder on the
list.
List all shareholders with a stake of 5 percent or greater, or the names of the top ten
shareholders, specifying the number of shares and takes held by each shareholder on the
list.
List all shareholders with a stake of 5 percent or greater, or the names of the top ten
shareholders, specifying the number of shares and takes held by each shareholder on the
list.
April 24,2020
Name of Major Shareholders Shareholding Percentage(%)
SIXXION PRECISION MACHINERY CO.,LTD.
(Cayman Islands)
24,000,000 22.66
SIXXION PRECISION MACHINERY CO.,LTD. 12,256,900 11.57
NEW ALLIANCE GROUP LIMITED 5,386,600 5.08
ELMER LIMITED 5,376,700 5.08
ELNO TECHNOLOGY CO.,LTD 5,376,700 5.08
TMK Co.,Ltd 4,576,700 4.32
CATHAY LIFE INSURANCE CO.,LTD. 4,175,000 3.94
NEW GIANT LIMITED 4,165,700 3.93
FUBON LIFE INSURANCE CO.,LTD. 3,726,000 3.52
RICH ABUNDANT LIMITED 2,666,000 2.52

(5) Provide Share Prices for the Past 2 Fiscal Years, Together with the Company’s Net Worth Per Share, Earnings Per Share, Dividends Per Share, and Related Information

Unit: NT$, Share

Item Year Year 2018 2019 March 31, 2020
Market
Price Per
Share
(Note1)
Highest 193.50 195.50 194.00
Lowest 67.00 95.50 77.40
Average 133.63 145.78
137.83
Net Worth
Per Share
(Note 2)
Before distribution 35.35 37.97 38.59
After distribution 32.25 (Note 8) (Note 8)

Earnings
Per Share
Weighted average shares 81,934,000 shares 81,934,000 shares 81,934,000 shares
Net profit per share after
tax(Note3)
6.10 7.6 0.88
Dividends
Per Share
Cash dividends 3.10 (Note 8)
Stock
divid
ends
Stock dividends
appropriated from
retained earnings
- (Note 8)

90

Stock dividends
appropriated from
capital surplus
- (Note 8)
Accumulated
undistributed dividends
(Note 4)
- (Note 8)
Return On
Investment

Price / Earnings ratio
(Note5)
21.91 18.14
Price / Dividend ratio
(Note 6)
43.11 (Note 8)
Cash dividend yield rate
(Note 7)
2.32 (Note 8)
  • *If there is a surplus or additional paid-in capital to increase the capital allotment, the market price and cash dividend information adjusted retrospectively based on the number of shares to be issued shall be disclosed.

  • Note 1: The highest and lowest market prices of common stocks for each year are listed, and are calculated on the basis of the annual transaction value and volume.

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

  • Note 3: If there is a retroactive adjustment from stock dividends, the pre-adjustment and adjusted surplus per share shall be listed.

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

  • Note 5: Price / Earnings ratio = current year average closing price per share / earnings per share

  • Note 6: Price / Dividend ratio = current year average closing price per share / cash dividend per share

  • Note 7: Cash dividend yield rate = cash dividend per share/ current year average closing price per share

  • Note 8: The Company distributes cash dividends of NT$2.50 which is decided after the resolution of the shareholders’ meeting

  • Note 9: The net value per share and the earnings per share shall be filed in with the information of the account audited (reviewed) by the CPA in the most recent quarter of the annual report. The remaining fields shall be filled up to the date of publication of the annual report

91

(6) Company’s Dividend Policy and Implementation Status

i. Dividend policy provided in the Articles of Incorporation

Article 18 of the Company’s Association

If there is a surplus in the final accounts of the Company, the tax shall be paid to make up for the losses first, and second, 10 percent shall be reserved as statutory surplus reserve, but this is no longer necessary when the statutory surplus reserve has reached the total amount of capital of the Company, and in accordance with the law and the competent authorities, the special surplus reserve shall be increased or rotated. If there is a surplus still, the BOD shall prepare the Surplus distribution case with the previous annual accumulation of undistributed surplus to present in the shareholders’ meeting for resolution of distribution of shareholders' dividends and shareholder bonus. The company may authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The Company’s dividend policy is based on the Company’s future annual operating plan and the demand for funds. When the dividends are distributed, no less than 50% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve. However, when the shareholder dividends is than NT$0.5, the surplus available for distribution may be retained and not distributed. The dividends shall be distributed in cash or sotcks, and cash dividends shall not be less than 50% of the total dividends. The amount shall be distributed after the resolution of shareholders’ meeting.

ii. Distribution of dividends at this fiscal year:

The proposed dividend of 2019 earning was NT$2.50 per share (Proposed cash dividend of NT$2.50 per share). After the approval of the shareholders’ meeting, the authorized chairman is to set a separate interest-bearing base date, which will be distributed by the number of shares held by shareholders on the base date.

(7) Effect upon Business Performance and Earnings Per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholder’ Meeting:

The shareholders’ meeting approved the Earning Distribution of 2019 on March 23, 2020, which has no stock dividend, therefore there is not effect.

92

(8) Compensation of Employees, Directors, and Supervisors

  • i. Ratio or scope of compensation for employees, directors and supervisors, as set forth in the Company’s Articles of Incorporation:

The Company’s annual profit shall be distributed:

  • A. The proportion of the employees’ compensation shall not be less than 2%.

  • B. The proportion of the employees’ compensation shall not be higher than 2.24%.

The employee compensation aforementioned shall be a resolution made by the board of directors whether to issue shares or cash distribution. The issuance of the object contains a certain condition for the subsidiary employees.

However, when the Company still has accumulated losses, it shall retain the amount of compensation in advance, then distribute compensation to employees and directors according to the first ratio.

  • ii. The estimated amount of compensation for employees, directors and supervisors for the current period shall be calculated based on number of employee shares of stock considering any accounting discrepancy between the actual distributed amount and compensation for employee stock dividend and estimated figure:

The estimated amount of compensation for employees, directors and supervisors is calculated according to the Company’s Articles of Association. If there is any discrepancy between the actual distributed amount and compensation for employees, directors and supervisors, it shall be considered an accounting estimation, and shall be adjusted in the next year.

  • iii. Information on the amount of compensation for distribution and calculation of earnings per share as approved by the Board of Directors:

Information on the amount of compensation for distribution and calculation of earnings per share as approved by the board of directors on March 23, 2020, the amount and method of issuance are as follows:

  • A. The compensation of employees: NT$21,482,919, is issued in cash.

  • B. The compensation of directors: NT$10,781,390, is issued in cash.

C. The compensation of employees, directors and supervisors is distributed in the form of cash dividend or stock dividend. If there is any discrepancy between the actual distributed amount and figure, the difference, reason and response should be

93

disclosed: No difference.

  • D. The amount of stock dividend and ratio of the total net profit after-tax and individual employee compensation or separate financial report for the current period: None.

  • iv. The actual distribution of compensation for employees, directors and supervisors in the previous fiscal year (including number of shares, monetary amount, stock price, shares distributed) and any discrepancy between the actual distributed amount and amount of compensation for employees, directors, or supervisors. The discrepancy, cause, and response shall be stated:

The amount of compensation distributed in the previous fiscal year (2018) to employees was NT$18,463,189, and NT$9,265,913 to directors. There is no difference to the actual distribution of compensation.

(9) Share Repurchases: None.

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2. Corporate Bonds:

Corporate Bonds

Corporate Bonds
Corporate Bond Type First Series Domestic Unsecured Convertible Corporate
Bonds
Issue Date February 5, 2018
Denomination NT$ 100,000
Issuing and Transaction
Location
TPEx
Issue Price NT$100.5
Total Price NT$1,500,000,000
Coupon Rate 0 %
Tenor Three years
Date of expiry: February5, 2021
Guarantee Agency Not applicable
Consignee Taipei Fubon bank
Underwriting Institution Mega Securities
Certified Lawyer Far East Law Offices
Lawyer: Qiu Ya-Wen
Certified Public Accountant Deloitte & Touche Taiwan
CPAs: Weng, Roy& Chen Hui-Ming
Repayment Method Except for the holder of convertible corporate bonds
converting into common stocks of the Company in
accordance with Article 10 of the measures, or redeem them
before maturity in accordance with Article 18, or the
Company is bought back by the securities firm’s business
office and cancelled, when the Company’s convertible
corporate bonds expires, the Company shall pay the
bondholders the denomination of the bonds, plus interest
compensation (100.75% of the denomination and 0.25% of
the real rate of return) in cash.
Outstanding Principal NT$1,500,000,000
Terms of Redemption or
Advance Repayment
Please see the Company’s First Series Domestic Unsecured
Convertible Corporate Bonds Issuance and conversion
methods.
Restrictive Clause None
Name of Credit Rating Agency,
RatingDate, Ratingof

None

95

Corporate Bonds. Corporate Bonds.
Other
Rights
Attached

As of the Printing
Date of This Annual
Report, Converted
Amount of
(Exchanged or
Subscribed)
Ordinary Shares,
Gdrs or Other
Securities
None
Issuance and
Conversion Method
Please see the Company’s First Series Domestic Unsecured
Convertible Corporate Bonds Issuance and conversion
methods.
Issuance and Conversion
Exchange or Subscription
Method, Issuing Condition
Dilution, and Impact on
ExistingShareholders’ Equity
The full conversion into the Company’s common stock based
on the current conversion price of NT$158.20 which makes
its maximum dilution ratio 8.95%, the impact on existing
shareholders rights is limited.
Transfer Agent Not available.

Information on Convertible Corporate Bond

Corporate Bond Type (Note 1) Corporate Bond Type (Note 1) First Series Domestic Unsecured Convertible Corporate
Bonds
First Series Domestic Unsecured Convertible Corporate
Bonds

Year
Item 2019 As of April 24, 2020
Market Price
of the
Convertible
Bond
Corporate
Bond(Note 2)
Highest 119 124
Lowest 96 99.05
Average 107.69 109.76
Convertible Price 179 158.2
Issue Date and Conversion
Price at Issuance
Issue date: February 5, 2018
Conversionprice at issuance: NT$193
Fulfilling the Conversion
Obligation
By issuing of new shares

Note: The Company has been trading in TPEx since February 5, 2018.

3. Preferred Shares: None.

4. Global Depository Receipts (GDR): None.

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5. Employee Stock Warrants: None.

6. New Restricted Employee Shares: None.

7. Status of New Shares Issuance in Connection with Mergers and

Acquisitions:

Status of share transfer and new shares issuance in connection with mergers acquisitions completed in the year and as of the date of publishing the Annual Report:

The Company has performed stock conversion and issued new shares with SIXXON PRECISION MACHINERY CO., LTD. on April 13, 2020, which was approved by the MOPS and effective on January 14, 2020, along with the document of Jin-Guan-Zheng No.1080342105. Moreover, it has completed the change registration as approved by the Ministry of Economic Affairs and effective on May 25, 2020, along with the document No.10901068070.

Unit: NT$ Thousands

No.10901068070. No.10901068070. Unit: NT$ Thousands
CompanyName SIXXON PRECISION MACHINERY CO., LTD.,
Company Address No. 6, Yu 3 Road, Youth Industrial District Taoyuan 326
Taiwan(R.O.C)
responsible persons Lin Zheng-sheng
Capital stock NT $ 300 million
Main business items Automobile and related component manufacturing
Electronic parts manufacturing
Other mechanics manufacturing
International trade
Main Produdts Auto parts gearbox torque converters
The High-end parts for shock absorbers of heavy motorcycles
and bicycles
Others
Financial information for the most recent
fiscal year
Total assets 3,048,187
Total liabilities 1,683,007
Total equity 1,365,180
Gross profit from
operations
2,836,417
Gross profit from
operations
598,096
Net operating income 386,055
Profit 285,863
Earnings per share
(NT$)
9.53

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8. The Status of Implementation of Capital Allocations Plans:

The Company’s first series domestic unsecured convertible corporate bond replenishment plan is as follows:

(1) Content of the Plan

  • i. The date and reference number of the authority approval: FSC No. 1060051431 was approved on January 17, 2018.

  • ii. Total funds required: NT$1,507,500 thousand.

  • iii. Source of funds for the fundraising plan: 15,000 domestic first series unsecured convertible corporate bonds were issued with a denomination of a hundred thousand each. The total issued amount was NT$1,500,000 thousand and was issued at 100.5% of the face value. The duration of issuance is three years.

  • iv. Progress on the use of planned projects and scheduled funds.

Unit: NT$ Thousands

Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands
Planned
Project
Expected
Date of
Completion

Total
Funds
Required
Progress on the Use of Scheduled Funds
2018 2019
Q2 Q3 Q4 Q1 Q2
Overseas
Re-Investment
2019 Q2 1,507,500 807,500 60,000 210,000 360,000 70,000

(2) Execution

Unit: NT$ Thousands

Planned Project Execution Execution 2019
Q4
As of 2019
Q4
Overseas
re-investment
Amount Scheduled 0 1,507,500
Actual 0 1,208,680
Progress Scheduled 0% 100.00%
Actual 0% 80.18%
Total Amount Scheduled 0 1,507,500
Actual 0 1,208,680
Progress Scheduled 0% 100.00%
Actual 0% 80.18%

98

The Company raised NT$1,507,500 thousand from the first series domestic unsecured convertible corporate bond, and cumulated a total of NT$1,208,,680 thousand in the fourth quarter of 2019 of which paid for the bank loan of NT$607,500 thousand according to the execution plan. By paying the bank loans, it could increase long-term financial stability and improve financial flexibility as well as reducing the financial burden to improve the financial structure. It also reduces the dependence on banks, improve the flexibility of fund scheduling and reduce operational risks. Based on the original schedule, the plant is expected to be completed in the second quarter of the year 2019, but the plant is still under construction and the progress of its construction has not been completed as scheduled. Therefore, the acceptance and payment of the plant are expected to be completed in the fourth quarter of the year 2020, therefore the execution of the re-investment plan on Jiaxing Zhixing has fallen slightly behind, but the project is still in progress and there is no major event after evaluation.

(3) Execution Assessment

At present, the project has not been completed, and it is expected that the benefits will be apparent after the completion of execution of the funds.

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V. Operational Highlights

1. Business Activities

(1) Business Scope

  • i. The main operational categories of the Company

  • CA01030 Iron and Steel Casting

  • CA01050 Iron and Steel Rolling, Drawing, and Extruding

  • CA01100 Aluminum Material Rolls over Extends and Crowding

  • CA01120 Copper Casting

  • CA01990 Other Non-ferrous Metal Basic Industries

  • CA02010 Metal Architectural Components Manufacturing

  • CA02050 Metal Valves Manufacturing

  • CC01080 Electronic Parts and Components Manufacturing

  • CD01030 Automotive and accessories manufacturing

  • CP01010 Hand Tool Manufacturing

  • CQ01010 Die Manufacturing

  • F106010 Wholesale of Ironware

  • F106030 Wholesale of Die

  • F113010 Wholesale of Machinery

  • F113030 Wholesale of Precision Instruments

  • F114030 Wholesale of Motor Vehicle Parts and Supplies

  • F119010 Wholesale of Electronic Materials

  • F206010 Retail Sale of Ironware

  • F206030 Retail Sale of Die

  • F213040 Retail Sale of Precision Instruments

  • F214030 Retail Sale of Motor Vehicle Parts and Supplies

  • F219010 Retail Sale of Electronic Materials

  • F401010 International Trade

  • ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

100

ii. Operational proportion

Unit: NT$ Thousands, %

~~A~~
Year
Item
2018 2018 2019 2019 2020 Q1 2020 Q1
Amount % Amount % Amount %
Automobile 3,234,327
73.09

3,585,934

71.52

626,027

63.78
~~.~~
Electronics
492,489
11.13

652,533

13.01

183,835

18.73
T
Medical
561,802
12.70

682,695

13.62

143,953

14.67
h
Other
136,221
3.08

92,936

1.85

27,731

2.82
e
Total
4,424,839 100.00
5,014,098
100.00
981,546
100.00

Company’s current product (service) collections

The Group is mainly engaged in the manufacture and processing of precision metal components for automotive industry, hard disk drive, medical equipment industry and various industrial products. The Company has a diverse line of products which includes automotive brake safety systems, diesel fuel components, high-pressure pumps, hard disk precision parts, surgical-related medical parts, and semiconductor equipment flow controller systems, and other products.

B. New product (services) development projects

  • (a) Short-term plan: Continue with the top priority of the new production capacity verification of core components from customers, including dual-clutch parts, automotive power systems, safety systems, and etc., in the automotive industry. Along with the increase in mass production capacity.

  • (b) Medium-term plan: Research and develop the precision machinery components for hybrid electric vehicles with customers, which do not only continue to develop the diversity elements but also integrate high value-added processes, including multi-axis machining with the multi-station processing operation. To provide integrated processing service modules, including front-end stamping, forging, casting, injection molding, machined car, milling,

101

multi-axis and back-end surface treatment and assembly and other integrated service products. Which all of the above mentioned are all important development indicators of the Group.

(c) Long-term plan: To get into the important supply of electric vehicle precision components, integrate the new and different machine performances, develop more processing and assembly capabilities, and hope to provide more high value-added products for customers, and and the goal is to become a “World-class precision machinery leading factory”.

(2) Industry Overview

i. Industry status and development

The Group is mainly engaged in the manufacture and processing of precision metal components for automotive industry, hard disk drive, medical equipment industry and various industrial products. The Company has a diverse line of products which includes automotive brake safety systems, diesel fuel components, high-pressure pumps, hard disk precision parts, surgical-related medical parts, and semiconductor equipment flow controller systems. At present, the higher proportion of the business is in the automotive industry and hard disk drives. The medical equipment industry is one of the Group’s key development targets in the future, and the Group’s medical components account for an increasing proportion of business. The industry overview of the automotive industry, hard disk drives and medical equipment industry is as follows:

(a) Automotive industry

The automotive industry is the pillar industry of the national economy of United States, Japan, Germany and France, etc., and is one of the largest and most important industries in the world that accounts for a large proportion in the manufacturing industry. Automotive industry has great influence on industrial structure upgrade and development of related industries. The automotive industry can be divided into the automotive industry and the automobile parts industry, which can be divided into the following ten categories according to the industrial production

102

statistical classification (See Figure 1). The Group’s products are mainly automobile brake system, automotive engines and parts, steering systems and parts, and other automotive parts.

The automotive industry is a comprehensive industry of high precision, technology and high integration. The cycle of the development is long from initial market research, product development, manufacturing to final sales feedback, and the manufacturing process is complicated that involves various of extremely wide ranges, therefore the relevant components manufacturers need a variety of industries to cooperate with each other. Automotive parts are used by automotive manufacturers and automotive repairers to replace parts. The materials of automotive parts, such metal components and non-metal components supply various industries, including petrochemical, glass, steel, rubber, motor and electronics. Components are manufactured in a way which includes casting, stamping, forging, machining and heat treatment procedures, and it is required for the completed components to pass the quality inspection.

103

Figure 1: Statistical classification of Industrial production in the automotive industry

==> picture [805 x 295] intentionally omitted <==

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

Automotive Industry
Whole automotive industry
Automotive component industry
Passenger Commercial
vehicle vehicle
Auto Car Automot Automot Automoti Car Bodywork Bodywork o Other
meter engine ive ive ve braking of buses and others automot
and suspensi steering electrical system ive parts
compon on system componen and parts
Comp Large Pick- Dual Medium ents transmis and parts ts
act cars up purpose to large sion
car truck car car systems
and
parts
----- End of picture text -----

Note: According to the classification of industrial production statistics; Source: Industrial Technology Research Institute (2017/04)

104

Automotive component suppliers can be divided into OEM (Original Equipment Manufacturing) parts and AM (Aftermarket) parts, and in general, the aftermarket can be further divided into OES (Original Equipment Service) parts and IAM (Independent Aftermarket) parts. The former is the original parts used when returning to the car factory for repairing, whereas the latter is mostly the aftermarket spare parts for repairing or modifying (Figure 2). The original component markets changes are positively correlated with the overall production; the parts market of the after-sale service will be affected by total number of the cars and the age of the cars. The Group’s main target is the overseas automotive market, as well as cooperate with major automobile parts suppliers (Tier 1).

Figure 2: Classification of automotive components by sales market

==> picture [305 x 219] intentionally omitted <==

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

Automotive
Components
OEM OES After Market
Components Components (AM)
Tier 1
Components
Tier 2
Components
OBM ODM
Tier 3
Components Components
Components
----- End of picture text -----

Source: Industrial Technology Research Institute IEK, 2018

Global automotive industry

The automobile has become one of the indispensable products in our life and work, but the sales growth rate of global car has declined due to the impact of the China-US trade war. The situation of Taiwan’s market and the global market is detailed as below. In terms of Taiwan’s market, as

105

analyzed by the Industrial Technology Research Institute (IEK), due to the uncertainties of the global political and economic environment in 2018, such as the China-US trade war and the Brexit issue, the export orders of Taiwan showed weak demands. In addition, the export of the overall automotive industry in Taiwan was affected by the global layout strategies adjusted by the global parent factories. In the part of domestic sales, it was continuously suppressed by the imported cars. However, as the government continuously implemented the subsidy policies to promote the renewal of old cars, and major automobile manufacturers offered preferential schemes for car purchasing, the sales of new cars in the whole year was slightly declined by 2.14% only, which was estimated to decline dramatically. In 2019, Driven by the continuous launch of new car series of new car series and the increase in Electric vehicle sales in Taiwan’s automobile market, the total automobile sales will be about the same as the number in 2018 (refer to table 1).

Table 1. Taiwan’s Automobile Sales in Recent Years

Unit:unit、%

Year
Sales
2015 2016 2017 2018 2019
Sales 420,775 439,585 444,626 435,131 439,836
Annual growth rate
4.47 1.15 (2.14) 1.08

Source: ARTC, Industrial Technology Research Institute IEK, 2019

According to MarkLines data center , the global automobile sales in 2018 reached approximately 95.6 million units, increased by 0.2% compared to 2017. In terms of the regional markets, the top 3 were China, Europe and the US, which accounted for 32.6%, 26.4% and 24.3% respectively. Although the demands in Europe and the US have declined, the automobile sales has still increased slightly. The sales in China was decreased by nearly 3%, which was the first time over the past 20 years. In the emerging markets such as South America and other regions in Asia, the sales keep ~~g~~ rowing continuously (refer to Table 3). The automobile markets in China and the US were affected by the

106

China-US trade war in 2018, which led to a decline in overall sales if compared with previous year. In China's automobile market, it showed weak demands in the second half of the year due to the factors such as the adjustments to automobile subsidy policies, hot sales of second-hand cars, and increasingly stringent exhaust emission regulations. In the U.S. market, it showed lower demands on the whole due to the higher interest rate of automobile loans and higher tariff costs due to the trade war. In other growing markets including Brazil, Russia, and India, under the support of economic growth and the large number of population, the demands in 2018 were greatly increased, with the growth rate higher than 9%. In other major automobile markets in the Asia-Pacific region, such as Japan and South Korea, it showed slight growth (refer to Figure 3).

On the whole, as estimated by Fitch Ratings for the globally main automobile markets including China, Europe, the US, and etc., it wouldn’t show a great change in 2019 in each regional market under the slow growth of driving force. However, the overall automobile sales will be slightly reduced by about 3% as the main automobile markets of China and the US were affected by the China-US trade war, and the increasingly stringent trend of the global environmental protection policies (Refer to Figure 4).

Figure 3. Development trend of major countries in the global automotive market in 2018

Unit: 10,000 units

The US 1,783(1.0%) Canada 204(1.7%) France 268(3.4%) Spain 156(6.9%) England 273(6.1%) Brazil 257(14.6%)

==> picture [74 x 91] intentionally omitted <==

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

Germany
376(0.3%)
Italy 208(3.2%)
India 440(9.5%)
Russia 180(2.8%)
Mainland China
2,810(2.8%)
South Korea
181(1.1%)
----- End of picture text -----

Source: MarkLines , 2019; sorted by ARTC

107

Figure 4. Estimation of global automotive market development trend

==> picture [321 x 176] intentionally omitted <==

Source: Fitch Ratings, OICA, Haver Analytics, 2019

b. Global automotive parts industry

The OE parts require relatively high quality and strict quality control. Plus the problem of transportation, the automobile parts manufacturers in Taiwan take up a high market share in the AM market, which supplies about 85%~90% of the parts in the global AM market. Among the main automobile parts produced in Taiwan, the automotive lights and components take up the largest proportion, accounting for 18.0%, followed by automotive transmission and suspension systems, accounting for 12.0%. The automotive electrical components take up the third place, accounting for 9.4% (Refer to Figure 5).

Figure 5: Amount and proportion of the automobile parts produced in Taiwan

==> picture [309 x 227] intentionally omitted <==

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

Automotive rim Large passenger Automotive
parts 6.4% car body 1.0% electrical equipment
and parts 9.4%
Automotive
steering system Truck and other
and parts 1.3%
car body 1.3%
Car engine and
components
Automotive 5.9%
lights and parts
18.0%
Automotive
transmission and
suspension
system 12.0%
Car braking
system and
parts 3.2%
Other automotive
parts 41.5%
----- End of picture text -----

108

Source: Accounting Office of Ministry of Economic Affairs, Industrial Technology Research Institute IEK, 2018

There are nearly 3,000 automobile parts manufacturers in Taiwan , with a complete of the industrial supply chain. This industry has the advantages of small quantity, great variety and flexible manufacturing. It has already gained international competitiveness after the manufacturers continuously make investment in research and development and improve production technology. It was estimated that the output of Taiwan’s automobile parts production would reach approximately NT $ 206.2 billion in 2018. However, in 2019, due to the slowdown in the sales growth of China’s automobile market and the restricted orders from the US and European markets, the annual growth rate was estimated to be slightly decreased by 1.5% compared with 2018. (Refer to Figure 6).

Figure 6: Overview and forecast of the value of automotive parts production in Taiwan

==> picture [364 x 184] intentionally omitted <==

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

Automobile parts production
(NT$ in million)
Growth rate (%)
Automobile parts production
Growth rate (%)
(NT$ in million)
----- End of picture text -----

Source: Statistics Department of Ministry of Economic Affairs,

Industrial Technology Research Institute IEK, 2018

Overall, the global automobile parts industry changes with the global market demand. The automobile sales in 2019 only declined slightly. Moreover, the increased sales in the second-hand car market year by year lead the possibility in need of repair will be increased accordingly. It is estimated that there will be more consumers to replace or repair cars, which will further promote the demands of for automotive components. In summary, the growth of the automotive components manufacturing industry will increase slightly in 2019 compared to

109

(b) Hard disk drive industry

Hard Disk Drive (HDD) is one of the mediums for storing digital data. It is being widely used in recording devices and storage systems such as desktop computers, laptops, and external hard disk drive and PVR.

In the recent years, the hard disk drives have undergone frequent industrial consolidation. West Digital (WD) merged with Hitachi Global Storage Technologies (HGST), Seagate merged with the hard drive department of Samsung. And when Toshiba merged with the hard drive department of Fujitsu, resulting in WD, Seagate and Toshiba being the biggest suppliers in hard drive disk market. The hard drive disk components produced by Global PMX Company are mainly for Seagate. Seagate took up about 40% market share of the HDD market in the first three quarters of 2019, which was about 4% higher than WD ranked in the second place.

The development of hard disk drives originated from people’s need for storing data. With the increased storage technology of hard drives and the emergence of Solid-State Disk (SSD), HDD’s price per bit quickly fell, In terms of performance, SSD that emphasizes on high speed and high performance is superior to HDD. However, HDD featured by large capacity and high cost performance is still the standard equipment for traditional computers. According to the statistics released by Statista in 2019, the number of HDD shipments in 2018 was approximately 375.6 million units, a 6.96% decline compared to 2017 (Refer to Table 2). Although the number of HDD shipments has declined, the total Hard drive capacity has increased. According to Forbes statistics for 2018, the shipment of HDD is 763 million units, the prediction of Forbes suggests that the total amount of shipments in 2019 is 1,033 million units (Table 2), which shows a certain demand for HDD in the market. the fact that the shipment decreased in previous years. However, according to Forbes’s prediction, the total shipments capacity will reach 3,500 EB by 2024 (Figure 7) Based on Elinfor’s prediction, SSD’s shipments would not surpass HDD until the year of 2023 (Figure 8).

Table 2. HDD shipments and total capacity of the shipments 110

Year
Item

2017
2018 2019 (e) 2019~2024
CAGR
Shipments
(million units)
403.7 375.6 320.04 (5.5)%
Total capacity of
shipments(EB)
689 763 1033 22.6%

Source: Statista, Forbes, 2019

Figure 7. Estimation of HDD and SSD shipments

==> picture [329 x 185] intentionally omitted <==

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

Shipments (million Total capacity of shipments
units) (EB)
(EB)
shipments
Total capacity of shipments
----- End of picture text -----

SourceStatista, Forbes, 2019

Figure 8. Estimation of HDD and SSD shipments

==> picture [342 x 203] intentionally omitted <==

Source: Elinfor, 2019

In the recent years, many emerging services require the support

111

of hard disk drives, including Cloud services, digital monitoring, medical imaging, transmission systems, log analysis and vast amount of data which all demand large amount of storage space. Hard disk drives have the advantages of low storage unit price and large storage capacity compared to SSD. The continuous growth of aforementioned industries is the source of sustaining the growth momentum of hard drive disks. However, the hard disk drive market has only grown very little due to the decline in bit price and the emergence of SSD.。

(c) Medical equipment industry overview

The medical equipment industry is crucial to our health. It is a necessary industry to help prevent, diagnose, slow down and treat people’s illness; as a result the fluctuations have very little effect on the industry. The global ageing population has increased with the coming of ageing society, and chronic diseases and people in emerging countries are in greater need of medical equipment which initiates many medical care and health care demands.

Based on the BMI Research market report, the medical equipment sub-field is divided into six categories: medical consumable products, diagnostic imaging products, dental products, orthopedics and implant products, auxiliary equipment and other medical equipment. The proportion of 2018 each field is detailed in Figure 7. Medical equipment are subject to inspection or be registered in accordance with the law by health authorities in order to fulfill the safety, reliability and efficiency of the products. Research and development of the medical equipment take a great length of time and requires product certification as well as clinical testing. Since the products are protected by having patents and certifications as well as the benefit of their long cycle of life after being successfully introduced into the market, they are of better profit than other industries. Therefore, medical equipment has become a target industry for domestic and foreign manufacturers.

112

Figure 9. Overview of the Global distribution of medical equipment

==> picture [352 x 173] intentionally omitted <==

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

Medical
consumable
Other medical
devices s
Medical consumables
Diagnostic imaging
Dental products
Orthopedics and implant products
Diagnostic Auxiliary equipment
imaging Other medical devices
Auxiliary
equipment
Dental
Orthopedics and
products
implant products
----- End of picture text -----

Source: BMI 2018

According to the results of Trendforce survey (Figure 10), the global medical equipment market is predicted to grow by 5.3% in 2019, and the market would reach US$468 billion which shows that the market of medical equipment will maintain expanding. In terms of regions, the top three are the United States, Western Europe and the Asia-Pacific (Figure 11). The Americas has been the leader in medical equipment market for years and years which accounts for 48.7% of the global market, the reason of which being its mature medical insurance system and the fact that the majority of leading medical manufacturers are from the Americas. Europe regions accounts for 28.2% of the global market, with the topic of ageing society being an issue, it is expected to drive the growth of relevant medical care products. Asia-Pacific accounts for 20.6% of the global market and the mature market is leading by Japan but its growth is gradually slowing down. The future growth of Asia-Pacific market would depend on China or other emerging countries.

Figure 10. The market scale of global medical equipment

113

==> picture [357 x 202] intentionally omitted <==

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

2018-2023 market scale and growth rate of
global medical equipment
Market scale Growth rate
----- End of picture text -----

Source: Trendforce, 2019

Figure 11. Global distribution of medical equipment In the region

==> picture [254 x 178] intentionally omitted <==

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

Europe
The Americas
Asia-Pacific region
Africa
----- End of picture text -----

Source: BMI Research, 2018

When China State Council proposed the manufacturing policies in "Made in China 2025", it clearly stated taking high-performance medical devices as one of the ten key development fields. In recent years, China’s government has also successively planned a series of supplementary policies such as the industrial preferential programs and guidance measures, so as to promote the healthy development of the medical device industry. Benefiting from the economic development and the steady increase of the elderly population, the Chinese show increasingly high demands for health. According to the statistics of Qianzhan Industrial Research Institute (Refer to Figure

114

12), China's medical device market scale had reached RMB530 billion in 2018, which was expected to exceed RMB600 billion in 2019. During the next five years

(2019-2023), the CAGR will reach 14.4%. It is predicted that the China's medical device market scale will exceed trillion in RMB in 2023, and will account for about 25% of the global medical device market.

Figure 12. Prediction of China’s Medical Device Market Scale

Market scale (RMB 100 million)

Source: Qianzhan Industrial Research Institute, 2019

ii. Industrial relevance of upstream, midstream and downstream companies

The raw materials and related production equipment purchased by the Group to produce relevant products belong in the upstream of the industrial supply chain who mainly purchases various metal bars, including stainless steel bars, carbon steel bars, aluminum bars, copper bars and other metal bars. The midstream of industrial supply chain produces automobile parts, medical equipment components, semiconductor equipment flow controller systems, Cloud and high-capacity hard disk precision parts and metal parts for industrial and optical products. The components produced by Group are the key components for downstream companies and are used in a wide range of applications including automobiles, medical, semiconductor, and consumer electronics, industrial and optical products. The relevance of the industrial supply chain of upstream, midstream, and downstream

115

companies is as follows

==> picture [365 x 215] intentionally omitted <==

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

Upstream Midstream Downstream
Raw materials:
Stainless steel bar
Carbon steel bar
Aluminum bar Automotive industry
Copper bar Medical industry
Other metal bars Precision metal Semiconductor
component industry
manufacturer Consumer electronics
industry
Industrial application
Optical industry
Equipment:
Lathe, milling
machine, machine
tools
----- End of picture text -----

iii. Various product development trends

A. High-precision automated production equipment

With the increasing requirements of product precision, the future of metal processing equipment will develop in ways towards high precision and automation. Rather than being high precision, high output, small footprint and lower manpower requirements, it shall also improve the quality and stability. In response to such trend, in recent years not only did the Group introduce dozens of precision milling machines of high horizontal and vertical rotary tables from Japan to fully save the waiting time on loading and unloading, the Group also imported high precision five-axis CNC milling machine from Germany DMG for the production of high-precision molds and high-precision medical products, which also helps the competition with European manufacturers.

B. Product quality development trends

Products such as automobiles, medical and electronics will develop towards high-tech and new-precision technologies which will make processing more difficult when selecting materials and the processing procedures will be more complex, such as milling/lathe/grinding/gear processing/heat treating/surface treatment etc. In the future, only

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manufacturers with comprehensive processing capabilities and high equipment investment shall be able to meet such requirements.

C. Development and application of new technologies

In recent years, many high-end equipment have been introduced into the market, including Swiss Tornos multi-axis (simultaneous processing of six-axis and eight-axis), German Mikron multi-station modular five-axis machines, Valve Piston automatic inspection machines, French BMI heat treatment equipment, German Dürr vacuum cleaners that adapt environmental-friendly solvents, Japanese robotic automated precision hard lathe. The equipment help improve production efficiency and product accuracy , but apart from having professional technicians and customer’s long-term support, high-end equipment also increases the entry threshold for high investment in equipment.

iv. Product competition

At present, a large number of companies are engaged in the production of precision metal parts whose products are being used in a vast range of industries like electronics, automotive and machinery. With the different products each industry develops and produces, it is difficult to get hold of relevant information of market share. By far, the Group’s main competitors in processing precision metal parts market are more or less using the same production procedures (lathe/milling, electroplating), and the market positioning and the customer bases are also different due to the fact that the machining process is extensive. Product quality varies depending on the main technologies (know how) and experiences, and the customers who are very demanding in terms of quality stability tend to trust qualified and cooperative suppliers. Most of the Group’s major customers are well-known large manufacturers, whose products and technologies are highly recognized, the Group has excellent advantage in comparison with other competitors.

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(3) Technology and R&D overview

i. Technical level and R&D status

A. Technical level

The Group is a manufacturer that makes various industrial precision metal parts such as automobiles, medical, hard drive disks, of which the main technology lie in the research and development of milling machines, turning and milling lathes, automatic lathes, grinding machines, etc. The main technical resources are based on engineering capabilities and years and years of experiences of the R&D team who actively establish technology development capabilities to implement technological autonomy. The team cultivates their own R&D talents to enhance their technical capabilities.

B. R&D status

  • (a) Continuously improve the production technology and process optimization of processed products to boost production efficiency and shorten the delivery time and reduce costs.

  • (b) Increase value to high-added value high-tech industries and eco-friendly green energy industrial products such as automobiles, medical supplies, semiconductors in order to reduce the proportion of auto parts with low traditional added value.

  • (c) To vertically integrate with important processes to enhance the capabilities and equipment inputs of front-end materials and back-end surface treatment to reduce the risk of external failure costs and significantly increase profitability.

  • (d) In addition to continuous precision processing technologies in the development of automation equipment and commitment to participate in the large-scale development of automobile manufacturers. The front-end design is settle to consider the needs of the process in order to achieve double the results with half the effort, and also contributes to self-development and the 118

improvement of design capabilities. Accordingly, in the future, the Company will gradually invest in R&D talents and automation equipment and fixtures according to the needs of customers.

  • (e) Work with the customer’s R&D center to develop high value-added process integration of disposable products for medical surgery, enhanced stamping, forging and multi-axis machining processes.

ii. R&D expense and the accomplishment in the product or technology development in the recent fiscal years

A. R&D expenses invested in the recent fiscal years

A. R&D expenses invested in the recent fiscal years A. R&D expenses invested in the recent fiscal years A. R&D expenses invested in the recent fiscal years
Unit: NT$ Thousands
Year
Item
2019
2020 till 31 of March
R&D expenses
169,928
38,953
Year
Item

2019
2020 till 31 of March
R&D expenses 169,928 38,953

B. Product and technology accomplishments in the recent fiscal

years

Year Item or Accomplishment
2017 ◎Products for customers automotive dual clutch transmission
(DCT) was approved.
2018 ◎Products for customers automotive Gasoline Direct Injection
(GDI) Pump body part was approved.
◎Products for customers medical Powered Stapler was
approved.
◎Products for customers medical Surgical Knife was approved.
2019 ◎completed the mass production plan for GDI in-cylinder body
of cars and hybrid vehicles

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(4) Long and short-term business development plans

i. Short-term business development plans

  • A. Fulfill the demands of current customers, actively strive for new orders, work hard on potential customers and fully cooperate with the required resources for the development of new customers.

  • B. Pursue the goal of zero customer complaints.

ii. Long-term business development plans

  • A. Reduce the proportion of traditional low Value-added auto parts, and increase high value-added industrial products such as automobiles (sensors), medical supplies, semiconductor, aerospace industry, high-tech industries and environmental green energy.

  • B. Reorganize the resources within the Group, reduce repeated personnel expenditures, and replace human-intensive processes and inspection with automation.

  • C. To vertically integrate with important processes to enhance the capabilities and equipment inputs of front-end materials and back-end surface treatment to reduce the risk of external failure cost and significantly increase profitability.

  • D. Strengthen the identification of employees and enhance the efficiency of decision-making and output.

All the cultivated talents ultimately require recognition of the Company; therefore, the Company shall continue to focus on the coherence of the employees to enhance their recognition of the Company’s future development and cultivate common values so that each employee can develop their own strengths that makes the Company’s decision-making and output more efficient.

  • E. Promote transparency and enhance external supervision

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Implement the Company’s internal supervision system, and by the disclosure of the Company’s information and financial statements, the market and investors will have a better understanding on the Company’s business philosophy, operation direction and financial quality. As a result the Company is able to gather feedback from the market and investors, which will enhance external supervision and strengthen the structure as well as improve the business development of the Company.

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2. Market and Sales Overview

(1) Market Analysis

i. Sales (Provided) region of the main product (Service)

Unit: NT$ Thousands, % Unit: NT$ Thousands, % Unit: NT$ Thousands, % Unit: NT$ Thousands, %
Sales Region
2018 2019 2020 Q1
Sales Sales Sales Sales Sales Sales
Amount Proportion Amount Proportion Amount Proportion
Asia 2,883,336 65.17 3,407,055
67.95
599,966 61.12
The Americas
872,758
19.72 923,094
18.41
207,373 21.13
Europe 668,745 15.11 683,949
13.64
174,207 17.75
Total 4,424,839 100.00 5,014,098
100.00
981,546 100.00

ii. Market share

The Group is a manufacturer of precision metal components. Since the processed products produces by the Company are mostly the internal components that are used in industrial products such as automotive, medical equipment, semiconductor and industrial sectors, the market share is difficult to calculate. However, the Group’s philosophy has been serving the customers since establishment and the turnover has shown growth each year. As a result, the market share of the Company will target on the continuous growth of the Company business. It is estimated that the Group’s turnover will continue to grow as long as the demand for products in the automotive industry and the medical equipment industry continue to grow.

iii. Market supply and demand situation and future growth

A. Automotive industry

After the re-integration of the international auto industry and the merger of the alliance, the global auto supply chain is to face reorganization, reshuffle and other issues. It is foreseeable that

122

international automakers will shift their purchasing focus to countries and regions with growing demand such as China and Asia Pacific.

Development trend of major countries in the global automotive market in 2018

Source: Marklines, 2019; sorted by ARTC

==> picture [313 x 163] intentionally omitted <==

In terms of regional markets, the regions such as Europe and the US achieved slight growth, while China declined slightly. In other growing markets including Brazil, Russia, and India, under the support of economic growth and the large number of population, the demands in 2018 were greatly increased, with the growth rate higher than 9%. In other major automobile markets in the Asia-Pacific region, such as Japan and South Korea, it showed slight growth (refer to the figure above). On the whole, as estimated by Fitch Ratings for the regional markets, it wouldn’t show a great change in 2019 in each regional market under the slow growth of the driving force. However, the overall automobile sales will be slightly reduced by about 3% as the main automobile markets of China and the US were affected by the China-US trade war, and the increasingly stringent trend of the global environmental protection policies.

Estimation of global automotive market development trend in 2018

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==> picture [369 x 200] intentionally omitted <==

Source: Fitch Ratings, OICA, Haver Analytics, 2019

B. Hard disk industry

The 2018 shipment of HDD is 375.6 million units, which is a 6.96% decline from 2017. Although the quantity of HDD shipment has decreased, but the hard drive capacity has increased reversely. According to Forbes statistics, the total hard disk drives capacity shipped in 2018 was 763 EB approximately, whereas 1,033 EB in 2019, which shows a certain demand for HDD in the market. According to Forbes prediction, the statistics showed that the capacity of shipments will reach 3,500 EB by 2024 even though the number of shipments have decreased.

In the recent years, many emerging services require the support of hard disk drives, including Cloud services, digital monitoring, medical imaging, transmission systems, log analysis and vast amount of data which all demand large amount of storage space. Compared with SSD, the HDD still has the advantages of low price for unit storage and high capacity. The continuous growth of aforementioned industries is the source of sustaining the growth momentum of hard drive disks. However, the hard disk drive market has only grown very little due to the decline in bit Unit price and the emergence of SSD.

C. Medical equipment industry

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According to the Trendforce survey, the global medical equipment market was expected to grow by 5.30% in 2019, with a market size of US$468 billion which indicates that the global medical equipment market shall continue to expand. Regarding the top three regions, there are Americas, Western Europe, and Asia Pacific.

With the steady growth of the global economy, the United States and countries with better economy in Western Europe which are Germany and France require continuous demand in the medical equipment market. In addition, the demand for medical materials in emerging markets countries such as China, Russia, Brazil, India and ASEAN continues to grow. China’s medical device market owns the greatest potential for growth. According to the statistics of Qianzhan Industrial Research Institute China's medical device market scale had reached RMB530 billion in 2018, which was expected to exceed RMB600 billion in 2019. During the next five years (2019-2023), the CAGR will reach 14.4%.

iv. Competitive niche

  • A. Independent research and development capabilities and complete line of after-sales (AM) products

The Company has gathered a wealth of process precision technologies and expertise while developing various ranges of components for customers for a long period of time. The company has been working for a long time with world’s leading automotive satellite factories, including Bosch, Continental, Delphi and Seagate which is a data storage equipment manufacturer. The Company has exceptional understanding of the key components and meets the needs of customers while cooperating with OEMs in order to complete the product line of the future AM market and invest in molds, fixtures and equipment to achieve economies of scale. The Group’s positive reputation for quality in the industries of automotive, medical, equipment, hard drive disks and other related products has been recognized, which not only enhances the product image but also improves the growth momentum of the Group’s revenue.

125

  • B. Advantages and machining technology to shorten the time of development

The Group has always had close and good cooperative relationship with the suppliers and has formed an important supply system. Due to the large number of products the Group produces, other than considering the production equipment and production capacity of the Group, it also carries out comprehensive evaluations on the production capacity, production equipment and technology of all the subcontractors, and supplements the processing technology with the manufacturers through independent technological advantages. As a result, it will effectively shorten the product development schedule and increase the advantages of the listings of customers’ products, and the Group will have even closer relationship with customers and increase the advantages of competition.

  • C. The product quality has passed various certifications and has good reputation who customers trust

The Group has been certified with quality assurance certification such as ISO9002, QS9000, ISO/TS16949, ISO14001 and ISO13485. There are relevant procedures and operating standards to follow at all stages of development, manufacturing, quality inspection and sales. The quality system is audited by many international manufacturers and has positive achievements. The Group has been certified by numerous domestic and foreign auto parts manufacturers and has established long-term stable cooperative relations with internationally well-known brands. The quality of products is deeply trusted by customers, which is beneficial to the Group’s cross-industry business development.

D. Quality R&D team

The Group produces and processes precision metal components and the issue of having the lowest process cost, and the development of production quality optimization and stable process is one of the industry’s competitive niches. The Group has quality R&D team with a wealth of experience and achievements in designing and

126

strengthening production processes, processing procedures and improving product yield. Therefore, the products have gained recognition and trust from customers in various industries internationally. At the present, approximately 80% of the Group’s current R&D team’s seniority has exceeded 10 years, and has a vast of relevant and complete experiences; therefore it’s one of the Group’s important competitive niches.

v. Favorable development prospects, unfavorable factors and countermeasures

Favorable factors

A. The application market demand of main products continue to grow

The situation with global economy is likely to last due to the European debt crisis, and the US credit rating being unstable. Europe and the United States are no longer the only major consumer markets in the world. The domestic demand markets in developing countries such as China and India are a source of global growth momentum, which makes a difference in the global automotive market. The auto market that had always been dominated by Europe and the United States has shown a sign of slow growth, and has been replaced with the development of demand in emerging markets, among which China has the best growth. With the increase of the average income of the Chinese, reduced car prices by car dealers in order to sell, the urbanization policy and the expected growth of car demand in China’s fourth-tier and fifth-tier cities, it is foreseeable that the demand for China’s auto market in the future will continue to grow, and the global auto market shall maintain at growth which will increase the demand in the automotive component market.

In addition to the growth of the automotive industry, the Group’s main product applications in the medical equipment market has grown steadily with the global economy. According to Trendforce estimation, the global market would reach US$468 billion in 2019, and medical equipment market shall maintain at growth.。It is also estimated that the

127

global medical equipment market’s growth rate will reach 5.4% by 2023. Related to the HDD market industry, the HDD market appears to be pretty stable even though the shipments have decreased as the data presented by Forbes. The statistics showed that the capacity of shipments will reach 3,500 EB in 2024, and the overall demands are still gradually increasing. In summary, the expected demand of the Group’s industries is showing at growth which shall help the Group’s future plan of operational expansion.

  • B. Auto industry reduces the cost in response to competition and accelerates the release of orders

Due to the external environmental factors, automakers have gradually turned into a customer-oriented business style which will focus on product design and customer relationship management in the future, and that also suggests increase of outsourcing ratio. The chances for component suppliers undertaking automotive manufacturing are relatively high and it shall be beneficial to the future development of the Group.

  • C. Major customers are dispersed in various industries to reduce the impact of specific industries

The Group’s goal is cross-industry development, and customers in the same industry are being separated by components of different products in order to achieve the purposes of diversifying product portfolio and reducing risks. The main customers are dispersed in the automotive industry, semiconductor industry, medical industry, electronics industry and industrial applications, and the Group is capable of producing the key components required by any of the industries mentioned above. The Group has a good ability to adapt to specific industries owing to the dispersion of industries, and chances of turnover being affected by a single industry are lower, which is beneficial to the Group’s stable development.

D. Become a strategic supplier to world-class customers

128

Continental, Bosch, Seagate, Delphi and BorgWarner are the Group’s major customers who have selected their long-term strategic suppliers under strict demands. The long-term strategic partnership with major customers is the biggest niche for Group growth. The Group has become a qualified supplier for many leading industrial manufacturers with long accumulated production technology and expertise (know how) which will help gain access to the supply chain of other leading manufacturers.

E. Increase of energy-saving demand

With the increase demand of energy-saving, the introduction of high-pressure pump and gasoline direct injection (GDI) of related products is the trend of new vehicles in the future. Because high-pressure pumping through gasoline improves dynamic response and increases intake efficiency, while GDI increases the instantaneous kinetic energy that can precisely control the gasoline injection, help the engine performance and improve the gasoline inefficiency problem which will lead to the goal of reducing carbon emission and saving energy. According to Markets Watch’s July 2019 estimation, the global GDI market scale had reached US $ 6 billion in 2018 and will reach US $ 14.5 billion in 2025, with the CAGR of 12.56%. Wherein, our new products including gasoline high-pressure pumps that are important GDI modules, will be increased with the global GDI demands which is beneficial to the future development of the Group.

Unfavorable factors and countermeasures

  • A. China’s processing level in the automotive industry is gradually improving

China’s manufacturers have successively purchased a large number of machinery and equipment in the auto parts industry, resulting in a rapid growth of relevant production capacity. In order to digest such amount of production capacity, the Chinese industry have adopted the strategy of selling for low prices which poses certain threats and pressures on the industry. The industry projects invested by China’s manufacturers

129

mostly require lower processing level of production technology. Owing to the fact that automotive parts industry requires low level of technology, large-scale of equipment and large-scale production seems necessary in order to reduce the production cost. As a result, the excess of supply over demand leads the market to face an oversupply price competition.

Countermeasures:

The Group’s manufacturing technologies are brake systems, fuel injection nozzle systems and temperature control systems, and is continuing to innovate to avoid falling into price competition market. The Group has been in automotive parts industry for many years, with a wealth of experiences in production technology and excellent quality. The downstream customers are mostly well-known international automobile manufacturers or car satellite suppliers, and based on the brand reputation and the strict safety requirements of automotive industry, it is unlikely for the customers to change their suppliers. The Group is dedicated to the optimization of various products and the improvement of product quality, therefore the Group is different from the current positioning of the competitors in the markets and products. The Group also avoids the price competition of low-level products.

B. Raised wages in China and the cost of production increases

In recent years, the basic wages in China have noticeably risen, making the proportion of labor cost is gradually increased to the manufacturing cost, which has a direct impact on the gross profit of existing products.

Countermeasures:

The Group continuously improves the production process to enhance the pre-process yield, and through the Quick Response Quality Control (QRQC) to reduce the use of unnecessary manpower such as repeated inspection and heavy work as to improve the efficiency of production process and eliminate the pressure of rising wages. On the other hand, the Group has also increased the ratio of automated production by

130

introducing automatic inspection machines, automatic feeding of centerless grinding machines, robotic arms and other equipment. By introducing automated production machinery to replace the manpower-intensive process, the product quality is stabilized to reduce labor and production costs.

C. Vicious price competition of general products

Industries with general products of low technical content are easier to enter and will finally fall into low price competition, which has a negative impact on the Company’s technical capabilities and positioning.

Countermeasures:

Reduce the proportion of traditional Low added value value automotive parts, and increase industrial products such as automobiles, medical supplies, semiconductors, aerospace industry, high-tech industries with high added value and eco green energy. In order to establish a high entry threshold, the Group keep developing new processes, such as research and development of new processes for hydrocarbon cleaning lines and vacuum carbonitriding heat treatment and purchase of high-end equipment, hoping to develop High added value products with high technical content that compete with European and American manufacturers.

(2) Usage and manufacturing processes for the company's main products

i. Usage for the company’s main products

The Group mainly manufactures and assembles products such as surgical, orthopedic and other related medical parts, automotive brake safety systems, fuel injection nozzle systems, temperature control systems, semiconductor equipment flow controller systems, Cloud and

131

high-capacity hard disk precision parts, industrial and optical precision metal parts.

ii. Manufacturing processes for the company’s main products/services

==> picture [161 x 243] intentionally omitted <==

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

Feeding
Lathe
Milling
Surface treatment
Inspection
Packaging
----- End of picture text -----

(3) Supply situation for the company's major raw materials

Major Raw Materials Supply Situation
Carbon steel bar Good
Stainless steel bar Good
Aluminum bar Good
Brass bar Good

132

  • (4) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases as follows:

i. A list of any suppliers accounting for 10 percent or more of the company's total procurement amount in either of the 2 most recent

Unit: NT$ Thousands

Unit: NT$Thousands Unit: NT$Thousands Unit: NT$Thousands Unit: NT$Thousands
2018 2019 2020Q1
Item Company Amount Annual Net
Purchase
(%)
Relationship
with Issuer
Annual
Net
Purchase
(%)
Annual Net Relationship Relationship

Company
Amount
Company
Amount
Purchase (%)

with Issuer

with Issuer
1 Sixxon 159,619 15.90 Other
related
parties
Dongguan
Cogne
309,066 25.27 None Sixxon 63,990 26.00 Other related
parties
2 Deensheng 110,677 11.03 None Sixxon 216,192 17.68 Other
related
parties
ZS
Advanced
48,758 19.81 None
3 ZS
Advanced
143,712 11.75 None Dongguan
Cogne
46,430 18.86 None
Other 733,385 73.07 Other 554,061 45.30 Other 86,952 35.33
Total Net
purchase
1,003,681 100.00 Net
purchase
1,223,031 100.00 Net purchase 246,130 100.00

Reason for changes:The 2019 results showed total number of suppliers with ten percent or more of the total number of purchases increased by two: ZS Advanced and Dongguan Cogne are our main supplier due to the increasing demand of raw materials.

133

ii. A list of any clients accounting for 10 percent or more of the company's total sales amount in:

Unit: NT$ Thousands

2018 2018 2018 2018 2019 2019 2019 2020Q1 2020Q1 2020Q1
Item Company Amount Annual Net
Purchase
(%)
Relation-
ship with
Issuer
Annual Net Relation- Annual Net Relation-

Company
Amount Purchase ship with
Company
Amount Purchase ship with

(%)
Issuer

(%)
Issuer
1 Bosch 862,209 19.49 None Continental 958,894 19.12 None Seagate 183,835 18.73 None
2 BorgWarner 809,281 18.29 None BorgWarner 846,160 16.88 None Bosch 171,403 17.46 None
3 Continental 702,679 15.88 None Bosch 769,453 15.35 None Continental 152,689 15.56 None
4 Seagate 492,489 11.13 None Seagate 652,533 13.01 None Delphi 124,757 12.71 None
5 Covidien 445,337 10.06 None Delphi 609,309 12.15 None Covidien 117,326 11.95 None
6 Covidien 527,487 10.52 None BorgWarner 99,298 10.12 None
Other 1,112,844 25.15 Other 650,262 12.97 Other 132,238 13.47
Total Net sales 4,424,839 100.00 Net sales 5,014,098 100.00 Net sales 981,546 100.00

Reason for changes:Delphi automotive gasoline high-pressure pump products were produced in large quantities, mass-produced, which led to increased sales quantities in 2019.

134

(5) An indication of the production volume for the 2 most recent fiscal years

Unit: NT$ Thousands, Thousands PCS

Year
Output
Major Products
2018 2018 2018 2019 2019 2019
Capacity Quantity Amount
Capacity Quantity Amount
Automotive Note 136,671 2,556,082
Note
152,994 2,635,002
Electronics Note 102,244 393,035
Note
95,248 510,166
Medical Note 4,685 352,566
Note
3,837 267,069
Other Note 456 52,658
Note
232 22,943
Total Note 244,056 3,354,341
Note
252,311 3,435,180

Note:Since the products are all non-standard, only out and output valued is provided.

(6) An indication of the volume of units sold for the 2 most recent fiscal years

Unit: NT$ Thousands, Thousands PCS

Year
Production
Key products
2018 2018 2018 2018 2019 2019 2019 2019
Domestic Foreign Domestic Foreign
Quan-
tity
Amount Quantity Amount Quan-
Amount Quantity Amount
tity
Automotive
134,867 3,234,327

140,719 3,585,934
Electronics 94,130 492,489
91,593 652,533
Medical 4,582 561,802
4,898 682,695
Other 498 136,221
491 92,936
Total 234,077 4,424,839
237,701 5,014,098

Reason for changes:The company continues to grow as many products for automotive components are entering into the mass production phase.

135

3. The Number of Employees Employed for the 2 Most Recent Fiscal Years, and during the Current Fiscal Year up to the Date of Publication of the Annual Report, Their Average Years of Service, Average Age, and Educational Levels:

The numbers, average years of serivce, average age and educational levels of employees employed for the 2 most recent fiscal years

Unit: Persons, Age, Years

Year Year 2018 2019 Ending 31 March,
2020
Number of
Employees
Direct Staff 1,054 935 976
Indirect Staff 821 932 891
Total 1,875 1,867 1,867
Average Age 31.73 32.69 32.97
Average Years Of Service 3.88 4.02 4.12
Education
Level
Distribution
Ratio
Ph.D 0% 0% 0%
Masters 1% 1% 1%
Bachelor’s
Degree
23% 26% 24%
Senior High
School
42% 38% 38%
Below Senior
High School
34% 35% 37%

4. Disbursements for Environmental Protection

  • (1) Total losses (including damage awards) and fines for environmental pollution for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, and an explanation of the measures (including corrective measures) and possible disbursements to be made in the future (including an estimate of losses, fines, and compensation resulting from any failure to adopt responsive measures, or if it is not possible to provide such an estimate, an explanation of the reason why it is not possible)

5. Labor Relations

  • (1) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements

136

and measures for preserving employees' rights and interests.

i. Employee welfare measures

With the intention to fully look after employees and protect their living condition, the Company provides or sponsors various welfare programs, and has established a staff welfare committee according to the law. The welfare committee is selected to manage various welfare measures, such as annual welfare budget and plans in order to use the employees’ benefits in a reasonable and effective manner. Staff welfare measures are also implemented for the subsidiaries overseas on a regular or irregular basis.

The main benefits of the Company’s internal welfare measures are as follows:

  • A. Birthday vouchers

  • B. Diverse activities organized by the welfare committee (employee trips / employee meals)

  • C. Allowance for weddings and funerals

  • D. Regular health check-ups

  • E. Employee group insurance and travel insurance

  • F. Holiday system in accordance with the law

  • G. Year-end bonuses

  • H. Dividends for those who have achieved excellent performance to share profit.

  • I. External training subsidy

ii. Continuing education and training

The Company and its subsidiaries regard their employees as important assets, value each of their talent and arrange professional on-the-job training courses and management courses for employees according to their functional needs which include: internal classes and occasional external training, integrating internal and external resources, and cultivating skills in a planned manner and train talents who will ultimately have abundant professional, yet challenging skills.

iii. Retirement system and the status of its implementation

  • A. For employees who are subject to the provisions of the Labor Standards Act, the Company deposits a 4% of their wages on a monthly basis to

137

the Labor Pension Reserve Supervision Committee in a special account at the Bank of Taiwan.

  • B. Continuing to take to the Labor Standards Act pension provisions in accordance with the Labor Pension Statutes or retain the working years before the applicable Labor Pension Statutes, and the payment of the pension is based on the service years and the average wages for the six months prior to the approved retirement date.

  • C. For employees who are subject to the provisions of the Labor Pension Statutes, the Company shall deposit a 6% of the employee’s monthly wages to their pension account.

  • D. Subsidiaries are required to provide relevant retirement benefits in accordance with the laws and regulations of their countries and shall be acknowledged as current year expenses.

iv. Labor agreements

The Company and its subsidiaries value a great deal of internal communication. Other than organizing labor meetings and employee communication meetings, the internal of the Company also has various communication channels. The management and employees respect each other and provide suggestions for improvements who all work together for the Company’s growth. So far, labor relations have been harmonious, trust has been mutual and interaction has been exceptional. There has not been any need to coordinate due to labor disputes.

v. Maintenance of employee rights and interests

The requirements the Company and its subsidiaries have established are in accordance with the Government’s various labor laws and regulations. The-well established system sets out various managements practices, specifies the rights and obligations of employees and welfare projects, and regularly revises the contents of the system in order to protect employees’ rights.

  • (2) List any loss sustained as a result of labor disputes in the most recent fiscal year, and during the current fiscal year up to the date of publication of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken. If the loss cannot be reasonably estimated, make a statement to that effect. : The Group has always kept good relations

138

with employees in the last 2 years and up to the date of publication of the annual report, there have not been any disputes

139

6. Important Contracts:

Up to the date of publication of the annual report, the Company is still in good standing and holds supply and marketing contract due in the most recent year, technical cooperation contract, engineering contract, long-term loan contract and other important contracts that affect shareholders’ rights:

(1) Global PMX CO., Ltd.:

Type Of
Contract
Party Contract Duration Contract Content Restrictions
Building
Lease
Contract
Sixxon Precision
Machinery Co.,Ltd.

September 1,
2018~August 31,2021
Lease None
Share
Exchange
Agreement
Sixxon Precision
Machinery Co Ltd.
Cayman Islands)
September 30, 2019~
September 30, 2019
Share Exchange
Agreement
None

(2) Global Advance Technology Limited:

(2) Globa lAdvanceTechnolo gy Limited:
Type Of
Contract
Party Contract Duration Contract Content Restrictions
Medium-
Term Loan
E.Sun Commercial
Bank
December 20, 2018 ~
December 20, 2021
Medium-term loan None

3. Global PMX Co.,Ltd. (in Zhejiang)

Type Of
Contract
Party Contract Duration Contract Content Restrictions
Lease
Contract



Shandong Rongtai
Construction
Engineering Group
Co.,Ltd.
June 9, 2003 ~
June 8, 2053
Land Lease None
Lease
Contract



Shandong Rongtai
Construction
Engineering Group
Co.,Ltd.
April 17, 2014 ~
April 16, 2064
Land Lease None
Lease
Contract



Shandong Rongtai
Construction
Engineering Group
Co.,Ltd.
February 26, 2019 ~
February 25, 2069
Land Lease None
  1. Global PMX Co., Ltd. (in Jiaxing)

140

Type Of
Contract
Party Contract Duration Contract Content Restrictions
Lease
Contract

Jiaxing Bureau of
Land and Resources

April 20, 2018 ~
April 19,2068
Land Lease None
Construction
contract




Shandong Rongtai
Construction
Engineering Group
Co.,Ltd.
March 26, 2019 ~
September 16, 2020
Plant Construction None
5. Seamax Manufacturing Pte., Ltd.(in Dongguan)
Type Of
Contract
Party Contract Duration Contract Content Restrictions
Lease
Contract


Dongguan Bureau
of Land and
Resources
August 4, 1997 ~
August 3, 2047
Land Lease None

141

VI. Financial Overview

1. Condensed Balance Sheets and Statements of Comprehensive Income for the Past 5 Fiscal Years, Showing the Name of the Certified Public Account Aand the Auditor’s Opinion Given Thereby

(1) Condensed Balance Sheets

  • i. Consolidated condensed balance sheet – Based on IFRS

Unit: NT$ Thousands

Year
Item
Year
Item
Current
Financial Information in the Past 5 Year (Note 1)
Financial
Information
Ending
2015 2016 2017 2018 2019
March 31,
2020
(Note 3)
Current Assets 3,824,368 5,008,749 4,851,672
2,515,281 2,498,974 2,686,797
Property, Plant and
Equipment
3,386,168 3,489,369 3,454,751
1,734,542 1,851,425 2,531,364
Intangible Assets 2,761 2,391 8,715 15,490 13,885 18,586
Other Assets 463,044 516,673 615,302 586,315 377,182 381,563
Total Assets 4,715,628 4,869,463 5,842,178 7,812,341 8,889,185 8,706,572
Current
Liabilities
Before
Distribu-
tion
1,997,560 2,051,506 2,765,434 3,104,980 3,977,029 5,231,597
After
Distribu
-tion
2,263,845 2,428,402 3,285,715 3,358,975 Note 4 Note 4
Non-Current
Liabilities
84,839 113,047 169,263 1,810,872 1,800,838 313,053
Total
Liabilities
Before
Distribu-
tion
2,082,399 2,164,553 2,934,697 4,915,852 5,777,867 5,544,650
After
Distribu
-tion
2,348,684 2,541,449 3,454,978 5,169,847 Note 4 Note 4
Equity Attributable
to Shareholders of
the Parent
2,633,229 2,704,910 2,907,481 2,896,489 3,111,318 3,161,922
Capital Stock 830,000 819,340 819,340 819,340 819,340 819,340
Capital Surplus 1,124,255 1,064,002 1,064,002 1,107,664 1,107,664 1,107,664

142

Retained
Earnings
Before
Distribu-
tion
664,944 885,878 1,108,382 1,087,895 1,455,682 1,527,377
After
Distribu
-tion
398,659 508,982 588,101 833,900 Note 4 Note 4
Other Equity
Interest
84,943 (64,310) (84,243) (118,410) (271,368) (292,459)
Treasury Stock (70,913)
Non-Controlling
Interests
Total
Equity
Before
Distribu-
tion
2,633,229 2,704,910 2,907,481 2,896,489 3,111,318 3,161,922
After
Distribu
-tion
2,366,944 2,328,014 2,387,200 2,642,494
  • Note 1: Financial information for the last 5 years have been signed and checked by certified accountants.

  • Note 2: No revaluation has been processed in each year.

  • Note 3: As of the publication date of the annual report, the consolidated financial information was reviewed by the independent auditor in the previous quarter was the financial information on March 31, 2020.

  • Note 4: The annual surplus distribution of 2019 has not been resolved by the shareholders’ meeting, so the amount after the distribution is not listed.

143

ii. Independent condensed balance sheet – Based on IFRS

Unit: NT$ Thousands

Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands
Year
Item
Financial Information in the Past 5 Year (Note 1)
2015 2016 2017 2018 2019
Current Assets 1,053,233 1,141,903 1,426,891 2,295,693 2,159,985
Investments
Accounted for Using
Equity Method
1,921,633 2,019,896 2,372,146 3,716,521 4,177,851
Property, Plant and
Equipment
27,206 25,347 24,593 24,130 23,897
Intangible Assets 890 0 265 38 160
Other Assets 359 17,068 23,929 31,044 77,966
Total Assets 3,003,321 3,204,214 3,847,824 6,067,426 6,439,859
Current
Liabilities
Before
Distribution

296,205
399,408 776,192 1,459,671 1,534,090
After
Distribution

562,490
776,304 1,296,473 1,713,666 Note 4
Non-Current
Liabilities
73,887 99,896 164,151 1,711,266 1,794,451
Total
Liabilities
Before
Distribution
370,092 499,304 940,343 3,170,937 3,328,541
After
Distribution

636,377
876,200 1,460,624 3,424,932 Note 4
Equity Attributable to
Shareholders of the
Parent
2,633,229 2,704,910 2,907,481 2,896,489 3,111,318
Capital Stock 830,000 819,340 819,340 819,340 819,340
Capital Surplus 1,124,255 1,064,002 1,064,002 1,107,664 1,107,664
Retained
Earnings
Before
Distribution

664,944
885,878 1,108,382 1,087,895 1,455,682
After
Distribution

398,659
508,982 588,101 833,900 Note 4
Other Equity 84,943 (64,310) (84,243) (118,410) (271,368)
Treasury Stock (70,913)
Non-Controlling
Interests
Total
Equity
Before
Distribution

2,633,229
2,704,910 2,907,481 2,896,489 3,111,318
After
Distribution

2,366,944
2,328,014 2,387,200 2,642,494 Note 4

144

  • Note 1: Financial information for the last 5 years have been signed and checked by certified accountants.

  • Note 2: No revaluation has been processed in each year.

  • Note 3: As of the publication date of the annual report, the consolidated financial information was reviewed by the independent auditor in the previous quarter was the financial information on March 31, 2020.

  • Note 4: The annual surplus distribution of 2019 has not been resolved by the shareholders’ meeting, so the amount after the distribution is not listed.

145

(2) Condensed Statement of Comprehensive Income

i. Consolidated Condensed Statement of Comprehensive Income – Based on IFRS – International Financial Reporting Standards (Consolidated)

Unit: NT$ Thousands, Except for Earnings Per Share

Year
Item
Current
Financial
Information
Ending
March 31,
2020
(Note 2)
Financial Information in the Past 5 Year (Note 1)
2015 2016 2017 2018
2019
Operating Revenues 3,066,201 3,527,332 4,048,921 5,014,098 981,546
4,424,839
Gross Profit 701,274 1,036,332 1,290,758 1,286,270 1,380,375 225,993
Income from Operations 403,547 716,934 876,958 819,064 898,134 101,853
Non-Operating Income
and Expenses
(25,477) (33,165) (48,852) (92,395) (39,553) (13,567)
Income Before Tax, Net 378,070 683,769 828,106 726,669 858,581 88,286
Continuing Operations
Profit
291,548 487,746 599,673 499,709 622,427 71,695
Loss from
Discontinued
Operations
Net Income (Loss) 291,548 487,746 599,673 499,709 622,427 71,695
Other Comprehensive
Income
Profit After Income,
Tax,Net
(47,589) (149,780) (20,206) (34,082) (153,603) (21,091)
Total Comprehensive
Income
243,959 337,966 579,467 465,627 468,824 50,604
Net Income Attributable
to Shareholders of the
Parent
291,548 487,746 599,673 499,709 622,427 71,695
Net Profit Attributable
to Non-Controlling
Interests
Comprehensive Income
Attributable to
Shareholders of the
Parent
243,959 337,966 579,467 465,627 468,824 50,604
Comprehensive
Income Attributable to
Non-Controlling
Interests
Earnings Per Share 3.74 5.96 7.32 6.10 7.60 0.88

146

  • Note 1: Financial information for the last 5 years have been signed and checked by certified accountants.

  • Note 2: Financial information for the first quarter of 2020 has been checked by certified accountants.

ii. Independent condensed statement of comprehensive income – Based on IFRS

Unit: NT$ Thousands, Except for Earnings Per Share

Unit: NT$ Thousands, Except for Earnings Per Share Unit: NT$ Thousands, Except for Earnings Per Share Unit: NT$ Thousands, Except for Earnings Per Share Unit: NT$ Thousands, Except for Earnings Per Share Unit: NT$ Thousands, Except for Earnings Per Share
Year
Item
Financial Information in the Past 5 Year(Note 1,2)
2015 2016 2017 2018 2019
OperatingRevenues 1,991,873 2,100,035 2,239,076 2,322,005 2,414,853
Gross Profit 400,947 467,490 548,291 566,855 623,709
Income from Operations 242,952 311,482 392,297 411,194 489,163
Non-Operating Income
and Expenses
108,306 276,023 334,180 249,730 301,826
Income Before Tax,Net 351,258 587,505 726,477 660,924 790,989
Continuing Operation
Profit
291,548 487,746 599,673 499,709 622,427
Loss from Discontinued
Operations
Net Income(Loss) 291,548 487,746 599,673 499,709 622,427
Other Comprehensive
Income
Profit After Income, Tax,
Net
(47,589) (149,780) (20,206) (34,082) (153,603)
Total Comprehensive
Income
243,959 337,966 579,467 465,627 468,824
Net Income Attributable
to Shareholders of the
Parent
291,548 487,746 599,673 499,709 622,427
Net Profit Attributable to
Non-Controlling
Interests
Comprehensive Income
Attributable to
Shareholders of the
Parent
243,959 337,966 579,467 465,627 468,824
Comprehensive Income
Attributable to
Non-Controlling
Interests
Earnings Per Share 3.74 5.96 7.32 6.10 7.60

Note 1: Financial information for the last 5 years have been signed and checked by

147

certified accountants.

  • Note 2: There is no financial report (independent) for the first quarter of 2020, therefore it is not available.

(3) The names of appointed certified public accounts and their audit opinions in the last 5 years

i. appointed Certified public accounts and their audit opinions in the last 5 years

Year Name of accountingfirm Name of CPA Audit opinion
2019 Deloitte & Touche Taiwan Weng, Roy
Kuo, Frida N.
Unqualified opinion
2018
(Note 1)
Weng, Roy Unqualified opinion
Deloitte & Touche Taiwan
Kuo,Frida N.
2017
(Note 1)
Weng, Roy
Unqualified opinion
Deloitte & Touche Taiwan
Chen Hui-Ming

2016

Li Li-Feng,

Unqualified opinion
Deloitte & Touche Taiwan
Chen Hui-Ming
2015 Li Li-Feng,
Unqualified opinion
Deloitte & Touche Taiwan
Chen Hui-Ming

Note 1: The reason for the Company’s accountant change was mainly due to the internal adjustment of the accounting firm.

148

2. Financial Information in the Past 5 Years

(1) Financial analyses for the past five fiscal years and reasons for changes in financial ratios in the last two years

  • i. Consolidated financial analysis – Based on IFRS
Item Year Financial Information in the Past Five Years Financial Information in the Past Five Years Financial Information in the Past Five Years Financial Information in the Past Five Years Financial Information in the Past Five Years Current
Financial
Infor-
mation
Ending
March
31, 2020
(Note 3)
(Note 1)

2015
2016 2017 2018
2019
Financial
Structure
(%)
Debt Ratio(%) 44.16
44.45

50.23

62.92

65.00
63.68
Long-Term Capital to
Property, Plant and
Equipment Ratio(%)
151.81
146.10

114.86

131.75

140.77
100.59
Solvency
(%)
Current Ratio(%) 125.92
121.81

97.16

123.17

125.94
92.74
Quick Ratio(%) 88.95
94.34

70.15

91.92

103.18
76.47
Interest Earned Ratio
(Times)
33.50
38.22

59.68

18.70

17.30
8.28
Operating
Performance
Average Collection
Period
3.61
3.59

3.40

3.14

3.04
2.24
Average Number of Days
101.10

101.67

107.35

116.24

120.06
162.94
Inventory Turnover
(Times)
4.06
5.07

5.60

4.76

5.02
4.56
Average Accounts
Payable Turnover
9.73
15.29

10.90

9.39

9.32
8.12
Average Days in Sales 89.90
71.99

65.17

76.68

72.70
80.04
Property, Plant and
Equipment Turnover
(Times)
1.80
1.97

1.85

1.50

1.46
1.13
Total Assets Turnover
(Times)
0.69
0.74

0.76

0.65

0.60
0.44
Profitability Return on Total Assets
(%)
6.79
10.50

11.42

7.80

7.96
3.70
Return on Stockholders'
Equity (%)
11.95
18.27

21.37

17.22

20.72
9.14

Pre-Tax Income to
Paid-In Capital(%)
45.55
83.45

101.07

88.69

104.79
10.78
Profit Ratio(%) 9.51
13.83

14.81

11.29

12.41
7.30
Earnings Per Share
(NT$)
3.74
5.96

7.32

6.10

7.60
0.88
Cash Flow Cash Flow Ratio(%) 11.74
41.83

25.97

20.27

21.84
2.26
Cash Flow Adequacy
Ratio(%)
65.33
79.33

64.07

50.66

57.69
61.05

149

Cash Flow Reinvestment
Ratio(%)
-1.50 14.18
7.45

1.70

9.05
0.55
Leverage OperatingLeverage 1.69 1.35 1.30 1.42 1.45 1.98
Financial Leverage 1.03 1.03 1.02 1.05 1.06 1.14
Analysis of significant changes in financial ratios over the last two years (20% change):
1. Profitability Analysis: In the year 2019, the substantial increase in revenue and the reduction
in foreign currency losses mainly caused the increase in profitability, which led to an increase
in Return on Equity and Earnings per Share ratios.
2. Cash Flow Analysis: An increase of cash flow reinvestment ratio resulted from a decrease in
the cash dividend.
  • Note 1: Financial information for the last 5 years have been signed and checked by certified accountants.

  • Note 2: Financial information for the first quarter of 2020 has been checked by certified accountants.

150

ii. Independent Financial Analysis – Based on IFRS

Item Year Financial Information in the Past Five Years
(Note 1,2)
Financial Information in the Past Five Years
(Note 1,2)
Financial Information in the Past Five Years
(Note 1,2)
Financial Information in the Past Five Years
(Note 1,2)
Financial Information in the Past Five Years
(Note 1,2)
2015 2016 2017 2018 2019
Financial
Structure (%)
Debt Ratio (%) 12.32 15.58 24.44 52.26 51.69

Long-Term Capital to
Property, Plant and
Equipment Ratio (%)
9,678.85 10,671.52 11,822.39 18,106.79 20,528.81
Solvency (%) Current Ratio (%) 355.58 285.90 183.83 157.27 140.80

Quick Ratio (%)
320.54 252.49 158.96 149.59 134.44

Interest Earned Ratio
(Times)
2,929.15 1,559.37 601.89 42.11 39.49
Operating
Performance
Average Collection Period
(Times)
3.81 3.65 2.77 1.94 2.16
Average Collection Days 96.05 100.00 131.76 188.14 168.98
InventoryTurnover (Times) 16.47 26.09 40.67 34.21 24.21
Average Accounts Payable
Turnover (Times)
6.83 6.60 4.60 3.75 3.31
Average Days in Sales 22.16 13.99 8.97 10.66 15.07
Property, Plant and
Equipment Turnover
(Times)
64.12 79.92 89.67 95.31 100.56
Total Assets Turnover
(Times)
0.70 0.68 0.64 0.47 0.39
Profitability Return on Total Assets (%) 10.24 15.72 17.04 10.34 10.22
Return on Stockholders'
Equity(%)
11.95 18.27 21.37 17.22 20.72
Pre-Tax Income to Paid-In
Capital (%)
42.32 71.70 88.67 80.67 96.54
Profit Ratio (%) 14.64 23.23 26.78 21.52 25.77
Earnings Per Share (NT$) 3.74 5.96 7.32 6.10 7.60
Cash Flow Cash Flow Ratio (%) 7.44 81.93 0 17.15 55.59
Cash Flow Adequacy Ratio
(%)
100.67 112.62 64.29 41.68 82.73
Cash Flow Reinvestment
Ratio (%)
-9.79 2.17 -12.30 -5.87 12.36
Leverage Operating Leverage 1.02 1.01 1.00 1.00 1.00
Financial Leverage 1.00 1.00 1.00 1.04 1.04
Analysis of significant changes in financial ratios over the last two years (20% change):
1. Operating Performance Analysis: The customer order and the required amount of external

151

  • warehouses were increased, the increase in inventory level led to a decreasing inventory turnover rate.

  • Profitability Analysis: The results from 2019 showed the growth of revenue and increased profits mainly caused the increase in Return on Equity and Earnings per Share ratios.

  • Cash Flow Analysis: the cash flow from operating activities increased and finding a rebound in cash flow ratio. The increase in cash flow ratio mainly due to the increase in cash from operating activity. The increase in cash flow reinvestment ratio resulted from an increase in cash from the operating activity and the distribution of cash dividend decreased.

    • Note 1: Financial information for the last 5 years have been signed and checked by certified accountants.

    • Note 2: There is no financial report (independent) for the first quarter of 2020, therefore it is not available.

152

Note 3: The formula is as follows:

  1. Financial Structure

  2. (1) Debts Ratio = Total Liabilities / Total Assets.

  3. (2) Long-Term Capital to Property, Plant and Equipment Ratio =

    • (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
  4. Solvency

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

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

  7. (3) Interest Earned Ratio (Times) = Earnings before Interest and Taxes / Interest Expenses.

  8. Operating Performances

  9. (1) Average Collection Period (Times) = Net Sales / Average Trade Receivables.

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

  11. (3) Inventory Turnover = Cost of Sales / Average Inventory.

  12. (4) Average Accounts Payable Turnover = Cost of Sales / Average Trade Payables

  13. (5) Average Days in Sales = 365 / Average Inventory Turnover

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

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

  16. Profitability

  17. (1) Return on Total Assets = (Net income + Interest Expenses * (1 – Effective Tax Rate)) / Average Total Assets.

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

  19. (3) Pre-Tax Income to Paid-In Capital = Income before tax, net / Capital Stock

  20. (4) Profit Ratio = Net Income / Net Sales

  21. (5) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent – Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding (Note4)

  22. Cash Flow

  23. (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities

  24. (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

  25. (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities – Cash Dividends) / (Gross Property Plant and Equipment – Long-term Investments + Other Noncurrent Assets + Working Capital) (Note 5)

  26. Leverage

  27. (1) Operating Leverage = (Net Sales – Variable Cost) / Income from Operations. (Note 6)

  28. (2) Financial Leverage = Income from Operations / (Income from Operations – Interest Expenses).

153

  • Note 4: The calculation of the earnings per share of the preceding paragraph shall pay special attention to the following:

  • Based on the weighted average number of ordinary shares, rather than the numbers of shares issued at the end of the year.

  • Where there is a cash replenishment or treasury stock trading, the weighted average number of shares shall be calculated during the period of circulation.

  • Where there is a surplus to capital increase or capital surplus to capital increase, the calculation of the earnings per share for the precious year and half-year should be adjusted by the proportion of capital increase, rather than the period the capital increase is issued.

  • If the preferred shares are non-convertible accumulative shares, its annual dividend (whether or not it is issued) shall be deductible from the net income or increased to net loss after tax. If the preferred shares are non-cumulative, then in case of having a net profit after tax, the preferred dividend should be deducted from the net profit after tax; in the case of having a net loss after tax, no adjustments are required.

Note 5: Cash flow analysis should pay special attention to the following:

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

  2. Capital expenditure refers to the annual cash outflow of capital flows.

  3. The increase in inventories shall only be credited when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory is reduced at the end of the year, then the inventory amount should be accounted at zero.

  4. Cash dividends include cash dividends for common stock and special shares.

  5. Net plant property and equipment means the total amount of property, plant and equipment before deducting accumulated depreciation.

  6. Note 6: The issuer shall distinguish between the operating costs and operating expenses being fixed or variables. When involved in the estimation or subjective judgments, one should pay attention to its rationality and consistency.

  7. Note 7: If the Company’s shares are no par or not in the denomination of NT$10, the calculation of the ratio of the paid-in capital shall be calculated based on the equity ratio of the balance sheet attributable to the owners of the parent company.

154

3. Audit Committee’s Report for the Most Recent Year’S Financial Statement

Global PMX Co., Ltd.

Inspection Report of Audit Committee

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements (including consolidated financial statements) and proposal for allocation of earnings. Of which, the financial statements (including consolidated financial statements) have been audited by the accountants of Deloitte & Touche Taiwan, who were appointed by the Board of Directors, and issued a verification report.

The aforementioned business report, financial statements (including consolidated financial statements) and allocation proposal have been approved by the Audit Committee and deem no inappropriateness. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the company act, we hereby submit this report. Please review.

To

2020 Annual Shareholders’ Meeting of Global PMX Co., Ltd.

Global PMX Co., Ltd.

Audit Committee Convener: Cai Jia-Yu

March 23, 2020

155

4. Financial Statement for the Most Recent Fiscal Year:

Please see Attachement 1.

5. A Parent Company Only Financial Statement for the Most Recent

  • Fiscal Year, Certified by a CPA:

Please see Attachment 2.

6. If The Company or Its Affiliates Have Experienced Financial Difficulties in the Mort Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report, the Annual Report shall Explain How Said Difficulties will Affect the Company’s Financial Situation: None.

156

VII. A Review and Analysis of the Company’s Financial Position and Financial Performance, and a Listing of Risks

1. Financial Position

Unit: N$ Thousands

Unit: N$ Thousands Unit: N$ Thousands
Year
Item
2018 2019 Difference
Amount
Current Assets 3,824,368 5,008,749 1,184,381 30.97
Property, Plant and
Equipment
3,386,168 3,489,369 103,201 3.05
Other Assets 601,805 391,067 (210,738) (35.02)
Total Assets 7,812,341 8,889,185
1,076,844
13.78
Current Liabilities 3,104,980 3,977,029 872,049 28.09
Non-Current Liabilities 1,810,872 1,800,838 (10,034) (0.55)
Total Liabilities 4,915,852 5,777,867 862,015 17.54
Capital Stock 819,340 819,340 0 0.00
Capital Surplus 1,107,664 1,107,664 0 0.00
Retained Earnings 1,087,895 1,455,682 367,787 33.81
Other Interests (118,410) (271,368) (152,958) 129.18
Total Shareholders’
Equity
2,896,489 3,111,318 214,829 7.42
Analysis of significant changes over 20%:
1.Increase in current assets: The substantial growth in revenue, an increase in cash in
banks and account receivables are the main causes.
2.Increase in current liabilities: Due to the working capital requirement and short-term
borrowings increased.
3.Decrease in other assets: Due to the pre-payments for equipment decreased.
4. Increase in retained earnings: Due to profitability increased in 2019 and the distribution
of cash dividend decreased in 2018.
5. Other equity: Mainlydue to the exchange differences of foreign financial statements.

157

2. Financial Performance

  • (1) The annual report shall list the main reasons for any material change in operating revenues, operating income, or income before tax during the past 2 fiscal years, provide a sales volume forecast and the basis therefor, and describe the effect upon the company's financial operations as well as measures to be taken in response.

Unit: NT$ Thousands

Year
Item
2018 2019 Increased
(Decreased)
Amount
% Change
Operating Revenues 4,424,839 5,014,098 589,259 13.32
Operating Cost 3,138,569 3,633,723 495,154 15.78
Gross Profit 1,286,270 1,380,375 94,105 7.32
Operating Expenses 467,206 482,241 15,035 3.22
Income for Operations 819,064 898,134 79,070 9.65
Non-Operating Income and
Expenses
(92,395) (39,553) 52,842 (57.19)
Incomes Before Tax, Net 726,669 858,581 131,912 18.15
Income Tax Expense (226,960) (236,154) (9,194) 4.05
Net Income 499,709 622,427 122,718 24.56
Other Comprehensive Incomes
Profit After Income Tax,Net
(34,082) (153,603) (119,521) 350.69
Current Total Comprehensive
Income
465,627 468,824 3,197 0.69
Analysis of significant changes over 20%:
1. Non-operating income and expenses: A decrease in the number of exchange losses.
2. Current net profits: The results from 2019 showed the growth of revenues, a
reduction in foreign currency losses led to increased profits.
3. Other comprehensive income: Due to the exchange differences of foreign financial
statements.

158

  • (2) Sales volume forecast and the basis therefor, and describe the effect upon the company's financial operations as well as measures to be taken in response:

  • Based on the overall economic environment changes, business trends and the Company’s future development direction, and also have taken into account the operating objectives set by the Company’s recent operating profile, the Company expects that the business volume in the next year will grow from 2019 which will help increase the Company’s future revenue and profit.

159

3. Cash Flow

  • (1) The annual report shall describe and analyze any cash flow changes during the most

  • recent fiscal year

Unit: NT$ Thousands Unit: NT$ Thousands
Year
Item
Increase (Decrease)
2018 2019
Amount
Operating Activities 629,287 868,562 239,275 38.02
Investing Activities (1,335,734) (455,611) 880,123 (65.89)
Financing Activities 1,472,674 484,011 (988,663) (67.13)
Fluctuations in Exchange
Rate
(4,086) (18,595) (14,509) 355.09
Increase in Net Cash Flow 762,141 878,367 116,226 15.25
Analysis of significant changes over 20%:
1. Operating activities: Net cash flow increased due to the growth of revenues and
profits.
2. Investment activities: Net cash flow decreased due to a decrease in property,
plant, and equipment.
3. Financial activities: Net cash flow decreased due to the issuance of convertible
corporate bonds in 2018 and the distribution of cash dividend
decreased.
4. Effect of changes in exchange rate: Due to exchange rate fluctuations in this
period.
  • (2) The plans to address any illiquidity problems: Not available.

  • (3) An analysis of cash liquidity for the coming fiscal year.

Unit: NT$ Thousands

Unit: NT$ Thousands
Beginning
Cash Balance
(1)
Cash Flow
from
Operating
Activities
(2)
Cash Flow
from Investing
& Financing
Activities(3)
Cash Surplus
(Deficit)
Balance
(1)+(2)+(3)
Cash Shortage
ContingencyPlan
Investment
Plan
Financing
Plan
2,203,599
1,267,799
(923,260) 2,548,138
Analysis of changes:
Cash flow variance analysis:
(1) Operating activities: Estimated net cash inflow from the operating activity

160

is NT$1,267,799 thousand, which is mainly caused by the net profit.

  • (2) Investment activities: Estimated net cash outflow is NT$923,260 thousand resulted from the continuous acquisition of fixed assets and the issuance of cash dividends.

  • (3) Remedial actions for cash shortfall: Not applicable.

4. The Impact of any Material Capital Expenditures over the Most Recent Fiscal Year upon the Financial and Operating Condition:

The Company purchased machinery equipment to increase the production capacity, in order to fulfill the demand of the customer’s new project orders, and the funds used were self-owned and bank loan, which have positive benefits for the overall financial business.

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

December 31, 2019; Unit: NT$ Thousands

Name Of Company 2019 Main Investment
Improveme
Investment Policy Recognized Reasons for Plans for
Investment Profits or nt Plans the Coming
(Loss) Gain Losses Year
FORTUNE TOWER
HOLDING CO., LTD.
344,261 Profits
attributed from
subsidiaries
are fully
consolidated.

General investment
SEAMAX
INTERNATIONAL
LTD.
60 Only served as
a
between-group
transaction.

Import and export of goods

161

ACE PLUS
TECHNOLOGY
LIMITED
(43) Only served as
a
between-group
transaction.
Import and export of goods
SEAMAX
MANUFACTURING
PTE. LIMITED
94,961 Profits
attributed from
subsidiary,
Seamax
Manufacturing
PTE Llimited.
(in
Dongguan), is
consolidated.

General investment
GLOBAL WIN
LIMITED
General investment 2,884 Profits
attributed from
subsidiary,
Global PMX
Co.,Ltd. (in
Dongguan), is
consolidated.

GLOBAL ADVANCE
TECHNOLOGY
LIMITED
General investment 264,947 Profits attributed
from subsidiary,
Global PMX
Co., Ltd (in
Zhejiang), is
consolidated.

SEAMAX
MANUFACTURING
PTE., LTD.(in
Dongguan)
Production and sales of
computer hard disk parts,
industrial
control
components, precision die,
mold
standard
parts,
high-grade
hardware,
high-grade
construction
hardware,
plumbing,
heating
products
and
hardware components, new
types
of
electronic
components,
automotive
key components, anti-lock
brake system.













102,592
Operating
revenue
growth in
2019
GLOBAL PMX CO.,
LTD. (in Dongguan)
Production and sales of
disk
drive
components,
new types of electronic
components,
plumbing,
heating
products
and
hardware
components,
automotive
key
components,
anti-lock
brake system








1,536
The company
made a
resolution on
liquidation
with no
substance
operating at
present
resulted in
decreased
profitability.
In March
2020, the
company
obtained the
approval of
cancellation
notice letter
from the
local
government.
The
liquidation
was
completed as
of March 31,
2020.

162

GLOBAL PMX CO.,
LTD. (in Zhejiang.)
Development,
research,
production and sales of
various
types
of
large-capacity optical, disk
drives
and
their
components,
semiconductor
components, new types of
electronic
components,
digital cameras, precision
online
measuring
instruments, precision die,
mold standard parts and
medical precision parts,
automotiveprecisionparts.












274,635
Operating
revenue
growth in
2019
GLOBAL PMX CO.,
LTD. (in Jiaxing)
Development,
research,
production and sales of
auto
parts,
general
components,
Class
1
medical
equipment,
computer
software/hardware,
R&D
of electronic components






2,610
Initial stage

163

6. The Section on Risks shall Analyze and Assess the Following Matters during the Most Recent Fiscal Year and as They Stood on the Date of Publication of the Annual Report:

  • (1) The effect upon the Company’s profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:

  • i. Change in interest rate

The interest revenue of the Group in 2017~2019 were NT$14,113 thousand, NT$41,064 thousand and 52,867 thousand respectively which accounted for 0.35%, 0.93% and 1.05%of the total net profit before tax and had little effect on the overall operation of the Group. The Group has built a good relationship with the bank for many years, with the Group’s financial stability and good credit standing, it is possible to obtain preferential interest rates and reduce interest expenses by negotiating with the bank. It is expected that the interest rates in the future will have no significant impact on the overall operation on the Group.

  • ii. Change in exchange rate

The Company’s previous exchange rate risk management and exchange gains (losses) in the last years and the first quarter of 2020

Unit: Thousands

Unit: Thousands
Year 2020 Q1
2019
Item
(52,886) (7,199)
Exchange Gains (Loss)
5,014,098 981,546
Net Revenue
Exchange Gains or Losses / Net (1.05) (0.73)
Revenue(%)
898,134 101,853
Operating Profit
Exchange Gains or Losses / (5.89) (7.07)
OperatingProfit(%)

In order to effectively reduce the impact of exchange rate changes on revenue and profit based on the fact that exchange rate fluctuations are difficult to estimate, other than collecting information on exchange rate changes, the following measures are also implemented to reduce the risks of exchange rate fluctuation.

  • (1) The Group’s currency for collection is mainly in US dollars and RMB. The payment of raw materials is also in US dollars and RMB. Using the characteristics of natural hedging, the cash collected in foreign currency from the sales revenue of export products shall be used to cover foreign

164

currency payables upon foreign purchases. Other than adopting natural hedging, the US dollar has more net positions and is a strong currency which can meet the demand for RMB funds. Use the forward foreign exchange contract as an appropriate measure to conduct safe-haven transactions in the foreign currency pre-sales in the purpose of reducing exchange rate risks.

  • (2) The financial unit strengthens information on changes in international exchange rates and maintains close contact with the foreign exchange department of financial institutions. It also collects relevant information on exchange rate at any time and fully grasps the trends in international exchange rates as well as spreading the risks to actively respond to the negative impact of fluctuations caused by exchange rates.

  • Concrete measures against exchange rate fluctuation:

iii. Effect on inflation

The Group is constantly aware of fluctuations in market prices. The main materials are customers’ designated suppliers. The Group adjusts the material prices and sales prices according to the increase cost of purchase due to inflation, as well as strengthen inventory control to improve the turnover rate in order to reduce the adverse effects of rising raw material prices.

(2) The Company’s policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and mitigation measures to be taken in the future:

  • i. The Company’s policy regarding high-risk investments, highly leveraged investments; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

The Group focuses on the development within the industry and does not invest in other high-risk industries. The Group has always adopted a Strong and stable financial management policy, therefore has not engaged in highly leveraged investments.

  • ii. The Company’s policy regarding loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

165

The Company has established the “Operational Procedures for Lending capital to others” “Operational Procedures for Endorsements and Guarantees” and “Acquisition and Disposal of Assets Procedures” as the bases for the Company and its subsidiaries’ operations. Among which the capital lending and guarantees endorsements only occurred within the group and all are based on the above-mentioned policies and response measures. In addition, the Group has not engaged in the trading of derivatives transactions, if there is demand in the future, the purpose of the transaction will be to avoid market risks caused by exchange rate fluctuations and interest rate fluctuations, and not to engage in arbitrage and speculation. Ultimately, the Company has always focused on the operations of the industry; therefore the relevant risks are limited.

  • (3) Research and development work to be carried out in the future, and further expenditures expected for research and development work:

The Group is a professional precision metal component processing manufacturer. The main technology lies in the development of milling machine, turning and milling compound automatic lathe, grinding machine and surface treatment. In addition to continue the deep involvement in core machining technology, the development of automation equipment and actively strive to work with large-scale development plans of automobile manufacturers, the design of the front end is based on the needs of the process in order to achieve twice the result with half the effort that also helps enhance self research and development and design capabilities. In the future, the Company will gradually introduce R&D talents and automation equipment and fixtures according to the needs of customers.

  • (4) Effect on the Company’s financial operations of important policies adopted and changes in the legal environment at home and abroad, and mitigation measures to be taken in response:

The Group’s operations are carried out in accordance with the established relevant procedures, and with relevant domestic and foreign laws and regulations. The Company’s operations in recent years have not been affected by major policies and regulations changes locally and internationally. The Company pays attention to amendments in domestic and international policies and regulations in order to fully comprehend changes in the legal environment. If major domestic and international policies and legal changes affect the Company’s affairs, lawyers, accountants and relevant professional units shall be consulted to evaluate, recommend and plan the response measures that comply with the law and reduce the financial adverse effects of the business whereas necessary.

  • (5) Effect on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response:

166

The Group’s main business projects are automotive brake safety systems, fuel injection systems, steering systems, thermos regulator systems, medical devices, semiconductor equipment flow controller systems, cloud and high-capacity hard disk precision parts, industrial and optical products, precision metal parts, etc.

The group will continue to pay attention to the technology, the development, and the changes related to its industry field. We will control the trend of the industry rapidly and promote the ability of the development. In this stage, the company’s financial operations have no significant impact derived from the developments in science and technology along with industrial changes.

(6) Effect on the Company’s crisis management of changes in the Company’s corporate image, and mitigation measures to be taken in response:

The Company has always followed the principle of professionalism and integrity, values the importance of corporate image and risk control. There are no foreseeable corporate crisis issues.

(7) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken:

As approved upon the resolution of the board meeting held on September 30, 2019, the Company converted the stock by issuing new shares to acquire 100% shares of SIXXON PRECISION MACHINERY CO., LTD., which is detailed as below:

The Company and SIXXON PRECISION MACHINERY CO., LTD. (Hereinafter referred to as SIXXON) held the board meeting respectively for approval resolution on September 30, 2019. Later on November 19, 2019, the interim shareholder's meeting was held to pass the proposal of converting all shares issued by SIXXON through new share issuance. After the shares are converted, the Company will continue to be listed, and SIXXON will be incorporated into the management system of the Company. The share conversion ratio is that 1.25 shares of outstanding common stock of SIXXON is converted into 1 share of common stock issued by the Company. The share conversion reference date is April 13, 2020.

Through this acquisition, the Company is expected to expand its operating scale, enrich its product lines, enhance the customer base, and increase global competitiveness. It will firstly integrate the capacity of the Company and SIXXON to expand the business scale and reduce the management costs. Since the products and customers of the Company and SIXXON are quite different, it is expected to cover more customer clusters

167

through resource sharing. At the meantime, it will optimize the production technology of both parties to improve the product portfolios, and provide more complete product lines and services for downstream customers. The main production bases of the Company and SIXXON are located in China and Taiwan respectively. The increase in production bases is expected to increase the flexibility of capacity scheduling and effectively reduce the risk of supply chain concentration. Moreover, it can also purchase the raw materials and production equipment of the same properties uniformly, so as to improve the bargaining ability of purchases. Therefore, it can not only reduce the operating costs and risks, but also maximize the benefits in terms of financial planning and manpower utilization.

The Company has fully evaluated this share conversion plan in advance. With such investment plant, it hopes to effectively integrate resources and reduce the proportion of operating expenses. Moreover, it could strengthen operating leverage, improve profitability, and generate positive benefits for shareholder’s equity, which could further minimize the investment risk.

(8) Expected benefits and possible risks associated with any plant expansion and mitigation measures being or to e taken:

In order to meet the new project order demands of new and existing customers, the Group is planning to expand the plant to increase the production capacity scale in order to meet the new order demand. The plant expansion plan is based on the customer’s long-term purchase contract. The required funds shall be acquired from the Group’s own funds, bank borrowings and capital market financing, and judging from the current revenue growth and net interest rate of the Group, the risks shall not be high.

(9) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:

1. Purchases

The main materials used by the Group are from qualified suppliers who customers have verified. The relevant quality, supply, finance and management are in line with customers’ requirements. The remaining suppliers are long-term stable cooperation, whose product quality and supply stability are high and also deliver on time. The main raw materials are steel bars, aluminum bars, copper bars, etc., none of which are single source suppliers with the intention of reducing the risk of centralized procurement.

2. Sales

168

The net sales of the top 3 sales customers in our company accounted for 15% to 19% of the annual net sales last two years, which show little change, so centralized sales didn't exist.

In addition to continuing to focus on maintaining the relationship with existing customers and products, the Company will strive to enter the supply chain of other industry’s leading manufacturers. Other than that, the Group aims to cross –industry development as much as possible, and customers in the same industry are separated by parts of each different product to achieve the purpose of diversifying product mix and reducing risks which is beneficial to the uncertainties of economic cycle.

  • (10) Effect upon and risk to the Company in the event a major quantity of share belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures belong or to be taken:

The Company has six directors and three independent directors. The shareholdings are in compliance with the regulations of the competent authorities. In the recent years up to the publication of the annual report, the directors of the Company or the majority shareholders who hold more than 10% of the Company had made no significant transfer or replacement of shares.

  • (11) Effect upon and risks to Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None

  • (12) Litigious and non-litigious matters, the directors, supervisors, general managers and substantial principals of the Company, the majority shareholders and affiliated companies with a shareholding ratio of more than 10% have been determined or are included in the lawsuit; non-litigation or administrative litigation results may have a significant effect on the Company’s shareholders’ equity or securities prices must be fully disclosed in detail and include the cost of litigation, date of commencement of proceedings, main litigants and the current situation up the date of publication of the annual report: None.

  • (13) Other important risks, and mitigation measures being or to be taken:

Description of the information security risk assessment:

The company is divided information system/security into four different authority and responsibilities.

169

  1. Management

Set up the electronic information system/security related regulations to serve as basic guidance for company personnel to follow.

  1. Information system division

  2. (1) Comply with the information system/security related regulations to execute operational tasks. In the case of new cyber security issues, amendments along with modification methods may be proposed at any time as a reference for management.

  3. (2) Examine information appliance at any time

    • A. Evaluate whether a hardware/firmware upgrade is necessary to perform.

    • B .Evaluate whether a new machine should be purchased in order to prevent damage and loss caused by vulnerability threats.

    • C. Implement the necessary warranty along with any spare parts that may be needed for important assets, and supplement safety precautions measures (such as UPS, etc.).

    • D. Implement the precautionary measures to assess whether all important assets are easily destroyed or lost.

  4. (3) Data preservation

According to the information system/security-related regulations, data preservation shall be authorized by authorities concerned.

Availabilities, conduct Disaster Recovery (DR) drills exercises at regular intervals.

Data access control, implement effective and regular preventive measures of inspections in order to prevent unauthorized access.

The LOG record is activated for every important information change in order to ascertain the correct type of event and be traceable to determine rights and responsibilities correctly,

Personnel authority can be adjusted or canceled immediately according to personnel changes.

  • (4) External information security issue

170

The information system division keeps abreast of external news and threats information, and immediately implements preventive measures (such as firewall setting changes/firmware updates/software updates), as well as publish relevant information to company personnel for further.

3. Internal and external audit

The company has a complete internal and external auditing system, which is audited by an independent auditor or company personnel. For the regulations and related methods, the management team can put forward proposals for improvement at any time and may make checks considered necessary for each department.

4. Company personnel

The company conducts security training for employees occasionally and constantly announces guidance of the latest information security measures. As a consequent, the employees become fully aware of its received information and immediately report to the information system division if there is a suspicious affair (such as unknown mail/file/link). Encourage accountability by building collaboration among the information system division and other company personnel.

The company's operating model does not rely on digital marketing or online sales model (B2C / B2B), nevertheless, the cyber information risk could be minimized by preventing, institutionalizing, maneuvering reaction and conducting disaster recovery drills exercises. The security problem will not bring any difficulties or pauses towards the business operation of the company, nor lead any losses or damages to customers.

7. Other Imporatnt Matters: None.

171

VIII. Special Disclosure

1. Information Related to the Company’s Affiliates

(1) Consolidated business report of affiliate Companies

  • i. Organizational chart of affiliate companies

==> picture [463 x 287] intentionally omitted <==

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

GLOBAL PMX CO.,
LTD.
100% 100% 100%
ACE PLUS SEAMAX
FORTUNE TOWER
TECHNOLOGY INTERNATIONAL
LIMITED. HOLDING CO., LTD. LTD.
100% 100% 100%
SEAMAX GLOBAL ADVANCE
GLOBAL WIN
MANUFACTURING TECHNOLOGY
LIMITED.
PTE.,LIMITED. LIMITED.
100% 100% 100% 100%
SEAMAX GLOBAL PMX CO., GLOBAL GLOBAL PMX
Dongguan Haiyi Machinery Parts Co., MANUFACTURING LTD. 浙江智泓科PMX CO., 嘉興智興科CO., LTD.
PTE., LTD.(IN DONGGUAN) (IN DONGGUAN) 技有限公司LTD. 技有限公司(IN JIAXING)
(IN ZHEJIANG)
----- End of picture text -----

Note: To integrate the Group's resources, save operating costs, and streamline

the investment structure, the Board passed a resolution during the meeting on March 25, 2019 to handle the liquidation and dissolution matters.

December 31, 2019

172

(2) Basic information of affiliate companies

December 31, 2019 Unit: NT$ Thousands

December 31, 2019
Unit: NT$Thousands
Name of Company Date of Address
Paid-In Capital
Type of Business
Incorporation
FORTUNE TOWER
HOLDING CO., LTD.
Vistra Corporate
Services Centre, Ground
Floor NPF Building,
Beach Road, Apia,
Samoa
2,990,017
2011/11/18 General business
SEAMAX
INTERNATIONAL LTD.
Vistra Corporate
Services Centre, Ground
Floor NPF Building,
Beach Road, Apia,
Samoa
28,995
2011/03/07 Import and export of goods
ACE PLUS TECHNOLOGY
LIMITED.
Vistra Corporate
Services Centre, Ground
Floor NPF Building,
Beach Road, Apia,
Samoa
1,564
2016/05/11 Import and export of goods
SEAMAX
MANUFACTURING PTE.
LIMITED.
1501 Capital Centre ,151
Gloucester Road, Wan
Chai,HongKong.
363,000
2007/11/16 General business
GLOBAL WIN LIMITED. Vistra Corporate
Services Centre, Ground
Floor NPF Building,
364,103
2006/01/03 General business

173

Beach Road, Apia,
Samoa
GLOBAL ADVANCE
TECHNOLOGY LIMITED.
Vistra Corporate
Services Centre, Ground
Floor NPF Building,
Beach Road, Apia,
Samoa
2,235,534
2002/02/28 General business
SEAMAX
MANUFACTURING PTE.,
LIMITED. ( In Dongguan)
No. 11, Jinfu Road,
Huanan Industrial
Park, Liaobu Town,
Dongguan,
Guangdong, China
359,046 Production and sales of computer hard disk
parts, industrial control components, precision
die, mold standard parts, high-grade hardware,
1997/01/02 high grade construction hardware, plumbing,
heating products and hardware components,
new types of electronic components, automotive
keycomponents,anti-lock brake system
GLOBAL PMX CO., LTD.
(In Dongguan.)
Chukengdadi
Industrial Park,
Dongkeng Town,
Dongguan,
Guangdong Province,
China
294,300
Production and sales of disk drive components,
new types of electronic components, plumbing,
2006/12/19 heating products and hardware components,
automotive key components, anti-lock brake
system
GLOBAL PMX CO., LTD.
(In Zhejiang.)
368 Baoqun Road,
Industrial Park,
Yaozhuang Town,
Jiashan County,
Zhejiang Province,
China
1,459,120 Development, research, production and sales of
various types of large-capacity optical, disk
drives and their components, semiconductor
components,
new
types
of
electronic
components, digital cameras, precision online
measuring instruments, precision die, mold
standard parts and medical precision parts,
automotiveprecisionparts
2003/04/15

174

GLOBAL PMX CO., LTD.
(In Jiaxing)
2017/12/7 No.3339
Linggongtang Road,
Nanhu District, Jiaxing
City, Zhejiang
Province,China
600,700 Research and development, production and
sales of automotive parts, general-purpose parts,
first-class
medical
equipment,
computer
hardware and software, electronic components
technologydevelopment.

(3) Shareholders presumed to have a relationship of control and subordination: None.

(4) The industries covered by the business operated by the affiliates overall:

The business enterprise is the Company’s indirect expansion of the Mainland China market to provide services to customers.

175

(5) Relationship between the directors, supervisors and general manager of the enterprise:

Relationship between the directors, supervisors and general manager of the enterprise: Relationship between the directors, supervisors and general manager of the enterprise: Relationship between the directors, supervisors and general manager of the enterprise:
December 31, 2019
Unit: Thousand Shares: %
Company Name Title Name of Representative Shares Owned
Capital
Contribution /
Share
Percentage
FORTUNE TOWER HOLDING CO., LTD Director Global PMX Co., Ltd. 100,750 100﹪
SEAMAX INTERNATIONAL LTD. Director Global PMX Co., Ltd. 1,000 100﹪
ACE PLUS TECHNOLOGY LIMITED Director Global PMX Co., Ltd. 50 100%
SEAMAX MANUFACTURING PTE.
LIMITED
Director FORTUNE TOWER HOLDING CO., LTD / Lin
Zheng-Sheng
12,200 100﹪
GLOBAL WIN LIMITED Director FORTUNE TOWER HOLDING CO., LTD 10,000 100﹪
GLOBAL ADVANCE TECHNOLOGY
LIMITED
Director FORTUNE TOWER HOLDING CO., LTD 72,750 100﹪
SEAMAX MANUFACTURING PTE.,
LIMITED.(In Dongguan)
Director 1501 Capital Centre ,151 Gloucester Road, Wan
Chai, HongKong.
Note Note
GLOBAL
PMX
CO.,
LTD.
(In
Dongguan.)
Director Lin Zheng-Sheng / Lu Jing-Wei / Lin Zhong-Yong,
Supervisor: Yan Rui-Quan
Note Note
GLOBAL PMX CO., LTD. (In Zhejiang.) Director Lin Zheng-Sheng / Lu Jing-Wei / Lin Zhong-Yong,
Supervisor: Yan Rui-Quan
Note Note
GLOBAL PMX CO., LTD. (In Jiaxing) Director Lin Zheng-Sheng / Lu Jing-Wei / Lin Zhong-Yong,
Supervisor: Yan Rui-Quan
Note Note

Note: The Company is a limited Company; there are no shares.

176

(6) Operation status of affiliate companies:

Financial status and operation results of each affiliate company

December 31, 2019 Unit: NT$ Thousands

Income Earnings Per
Capital
Total
Operating Net Income
Company Name Total Assets Net Worth from Share (NT$)
Stock
Liabilities
Revenues
(After tax)
Operations (After Tax)
FORTUNE TOWER HOLDING
CO.,LTD
2,990,017 4,240,408 88,788 4,151,620 - -12,426 347,859 3.45
SEAMAX INTERNATIONAL
LTD.
28,995 436,801 406,238 30,563 1,351,595 66 60 0.06
ACE PLUS TECHNOLOGY
LIMITED
1,564 260,083 258,728 1,355 519,872 -41 -43 -0.86
SEAMAX MANUFACTURING
PTE. LIMITED
363,000 852,647 243,162 609,485 - -120 94,961 7.78
GLOBAL WIN LIMITED 364,103 345,130 - 345,130 - -29 2,884 0.29
GLOBAL ADVANCE
TECHNOLOGY LIMITED
2,235,534 4,811,821 1,531,634 3,280,187 - -247 264,947 3.64
SEAMAX MANUFACTURING
PTE.,LIMITED.(In Dongguan)
359,046 1,144,528 292,782 851,746 1,027,924 111,743 102,592 N/A
GLOBAL PMX CO., LTD. (In
Dongguan.)
294,300 308,783 27 308,756 1,237 -2,471 1,536 N/A
GLOBAL PMX CO.,LTD.(In 1,459,120 5,222,550 2,588,577 2,633,973 3,239,820 322,116 274,635 N/A

177

Zhejiang.)
GLOBAL PMX CO., LTD. (In
Jiaxing)
600,700 578,077 7,595 570,482 - -6,022 2,610 N/A

(7) Consolidated financial statements of affiliated enterprises and consolidated financial statements:Please refer to P.178~P.256

  • (8) Consolidated business report of affiliated enterprises: Not available.

  • (9) Consolidated financial statements of affiliated enterprises: Not available.

178

2. Transaction about the Company Has Carried Out Private Placement of Securities during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report: None.

3. Holding or Disposal of Shares in the Company by the Company’s Subsidiaries during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report: None.

4. Other Matters that Require Additional Description: None.

5. If any of the Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, Which Might Materially Affect Shareholders’ Equity or the Price of the Company’s Securities, has Occurred during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report, such Situations shall be Listed One by One: None.

179

Attachment 1: The Most Recent Year s Financial Statement

*** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.**

Declaration of Consolidation of Financial Statements of Affiliates

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards 10 “Consolidated and Separate Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

GLOBAL PMX CO., LTD.

Chairman: Lin Zheng-Sheng

March 23, 2020

180

Independent Auditors' Report

The Board of Directors and Shareholders

Global PMX Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Global PMX Co., Ltd. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2019, and 2018, and the consolidated statements of the comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Report by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

181

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 consolidated financial statements of Global PMX Co., Ltd. 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 Company’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Revenue Recognition

Sales revenue of automotive parts represented 72% of the consolidated total revenue of the Company and its subsidiaries for the year ended December 31, 2019. As the recognition of revenue from sales of auto parts has significant influences on presentation of financial statements, we consider it a key audit matter based on the materiality along with the guidance that Statements on Auditing Standards prescribes sales revenue as significant risk. Please refer to Note 4 (11) to consolidated financial statements for information on accounting policies relating to revenue recognition.

Below are our main audit procedures performed for revenue recognition:

  1. Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from specific sales customer.

  2. Sampled and inspected the receivable records of the specific sales customer aforementioned, selected the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.

  3. Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.

Other Matter

We have also audited the parent company only financial statements of Global PMX Co., Ltd. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

182

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 of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

183

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

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

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

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be

184

communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

*** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.**

The engagement partners on the audit resulting in this independent auditors’ report are Weng, Roy and Kuo, Frida N.

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission

Deloitte & Touche

Taipei, Taiwan Republic of China March 23, 2020

185

Global PMX Co., Ltd. and Subsidiaries Consolidated Balance Sheet As of December 31, 2019 and 2018

C o d e

1100
1150
1170
1180
1200
1210
1220
130X
1410
1470
11XX

1510
1600
1755
1801
1840
1915
1920
1985
15XX
1XXX

C o d e

2100
2170
2180
2219
2220
2230
2399
21XX

2530
2540
2640
2645
2570
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
Assets
Current assets
Cash and cash equivalents(Notes 6)
Notes receivable, net(Notes 8)
Accounts receivable, net(Notes 8)
Accounts receivable due from related parties, net(Notes 8 and 28)
Other receivables(Notes 8)
Other receivables due from related parties(Notes 8 and 28)
Current tax assets(Notes 23)
Current inventories(Notes 9)
Prepayments(Notes 14)
Other current assets(Notes 14 and 29)
Total current assets
Non-current assets
Non-current financial assets at fair value through profit or loss
(Notes 7)
Property, plant and equipment(Notes 11, 28 and 30)
Right-of-use assets(Notes 12)
Computer software, net(Notes 13)
Deferred tax assets(Notes 23)
Prepayments for business facilities(Notes 14)
Guarantee deposits paid(Notes 14 and 28)
Long-term lease prepayments(Notes 14 and 29)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Current borrowings(Notes 15)
Accounts payable(Notes 17)
Accounts payable to related parties(Notes 17 and 28)
Other payables(Notes 18)
Other payables to related parties(Notes 18 and 28)
Current tax liabilities(Notes 23)
Other current liabilities(Notes 18)
Total current liabilities
Non-current liabilities
Bonds payable(Notes 16)
Non-current portion of non-current borrowings(Notes 15)
Net defined benefit liability, non-current(Notes 19)
Guarantee deposits received(Notes 18)
Deferred tax liabilities(Notes 23)
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent(Notes 20)
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity interest
Total equity
Total liabilities and equity
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
In Thousands of New Taiwan Dollars
December31,2019
December31,2018
m
o
u
n
t

A
m
o
u
n
t

$ 2,203,599
25
$ 1,325,232
17
76,886
1
14,321
-
1,735,182
20
1,458,285
19
27
-
16,330
-
32,421
-
35,279
-
8,267
-
26
-
18,185
-
1,076
-
696,050
8
750,717
10
209,260
2
219,400
3
28,872

-

3,702

-
5,008,749

56

3,824,368

49
1,050
-
600
-
3,489,369
39
3,386,168
43
157,540
2
-
-
13,885
15,490
-
86,806
1
46,322
1
130,633
2
365,429
5
1,153
-
15,784
-
-

-

158,180

2
3,880,436

44

3,987,973

51
$ 8,889,185
100
$ 7,812,341
100
$ 2,660,798
30
$ 1,830,644
23
356,644
4
285,617
4
78,517
1
59,301
1
808,740
9
838,290
11
348
-
12,438
-
67,715
1
73,017
1
4,267

-

5,673

-
3,977,029

45

3,104,980

40
1,485,631
17
1,472,679
19
-
-
92,145
1
5,425
-
4,775
-
86
-
89
-
309,696

3

241,184

3
1,800,838

20

1,810,872

23
5,777,867

65

4,915,852

63
819,340
9
819,340
11
1,107,664
13
1,107,664
14
267,650
3
217,679
3
118,410
1
84,243
1
1,069,622

12

785,973

10
1,455,682

16

1,087,895

14

271,368)
(
3)
(
118,410)
(
2)
3,111,318

35

2,896,489

37
$ 8,889,185
100
$ 7,812,341
100
A m
o
u
n
t
$ 2,203,599
76,886
1,735,182
27
32,421
8,267
18,185
696,050
209,260
28,872

5,008,749

1,050
3,489,369
157,540
13,885
86,806
130,633
1,153
-

3,880,436

$ 8,889,185

$ 2,660,798
356,644
78,517
808,740
348
67,715
4,267

3,977,029

1,485,631
-
5,425
86
309,696

1,800,838

5,777,867

819,340
1,107,664
267,650
118,410
1,069,622

1,455,682


271,368)

3,111,318

$ 8,889,185
A m
o
u
n
t
$ 1,325,232
14,321
1,458,285
16,330
35,279
26
1,076
750,717
219,400
3,702

3,824,368

600
3,386,168
-
15,490
46,322
365,429
15,784
158,180

3,987,973

$ 7,812,341

$ 1,830,644
285,617
59,301
838,290
12,438
73,017
5,673

3,104,980

1,472,679
92,145
4,775
89
241,184

1,810,872

4,915,852

819,340
1,107,664
217,679
84,243
785,973

1,087,895


118,410)

2,896,489

$ 7,812,341














(













(















(













(

17
-
19
-
-
-
-
10
3
-
49
-
43
-
-
1
5
-
2
51
100
23
4
1
11
-
1
-
40
19
1
-
-
3
23
63
11
14
3
1
10
14

2)
37
100

The accompanying notes are an integral part of the consolidated financial statements.

186

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Year Ended December 31, 2019 and 2018

In Thousands of New Taiwan Dollars, Except Earnings Per Share

C o d e

Operating revenue
(Notes 21 and 28)
4100
Sales revenue
4110
Sales revenue

4170
Sales returns

4190
Sales
discounts
and
allowances
4000
Total operating revenue
5000
Operating costs(Notes 9, 22 and
28)
5900
Gross profit from operations

Operating expenses(Notes 22
and 28)
6100
Selling expenses

6200
Administrative expenses

6300
Research and development
expenses
6450
Impairment
loss
determined in accordance
with IFRS 9
6000
Total
operating
expenses
6900
Net operating income

Non-operating
income
and
expenses(Notes 22 and 28)
7190
Other income
7020
Other gains and losses

7050
Finance costs

7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expenses(Notes
23)
(continued)
Year 2019
m
o
u
n
t


$ 5,070,157
101

38,657 ) (
1 )

17,402)

-


5,014,098
100

3,633,723)
(
72)

1,380,375

28


96,734 ) (
2 )

222,045 ) (
5 )

169,928 ) (
3 )
6,466

-


482,241)
(
10)

898,134

18

57,393
1

44,259 ) (
1 )

52,687)
(
1)


39,553)
(
1)

858,581
17

236,154)
(
5)

Year 2018 Year 2018
A m
o
u
n
t
$ 5,070,157


38,657 )

17,402)


5,014,098


3,633,723)

1,380,375


96,734 )

222,045 )

169,928 )
6,466


482,241)

898,134

57,393

44,259 )

52,687)


39,553)

858,581

236,154)

A m
o
u
n
t
$ 4,470,214


33,501 )

11,874)


4,424,839


3,138,569)

1,286,270


93,491 )

216,776 )

153,717 )

3,222)


467,206)

819,064


28,852

80,183 )

41,064)


92,395)


726,669

226,960)


(
(

(

(
(
(

(

(
(
(
(

(
(

(

(
(
(
(
(


(
(
(

(
101
(
1 )

-
100
(
71)

29
(
2 )
(
5 )
(
3 )

-
(
10)

19
1
(
2 )
(
1)
(
2)
17
(
5)

187

C o d e

8200
Profit

Other comprehensive income
8310
Components
of
other
comprehensive
income
that
will
not
be
reclassified to profit or
loss:
8311
Gains
(losses)
on
remeasurements
of
defined benefit plans
8360
Components
of
other
comprehensive
income
that may be reclassified
subsequently to profit or
loss:
8361
Exchange differences
on translation
8300
Total
other
comprehensive
income
8500
Total comprehensive income

Profit (loss) attributable to:

8610
owners of the parent

8620
Non-controlling interests

8600

Comprehensive
income
attributable to
8710
owners of the parent

8720
Non-controlling interests

8700

Earnings per share(Notes 24)
From continuing operations
9710
Basic

9810
Diluted
Year 2019 Year 2019


12


-
(
3 )
(
3)


9

12

-


12

9

-


9


Year 2018 Year 2018
A m
o
u
n
t
622,427


645 )
152,958 )

153,603)

$ 468,824

$ 622,427
-

$ 622,427

$ 468,824
-

$ 468,824

$ 7.60
$ 6.99
A m
o
u
n
t
499,709


85
34,167)

34,082)

$ 465,627

$ 499,709
-

$ 499,709

$ 465,627
-

$ 465,627

$ 6.10
$ 5.69

(
(
(





















(
(
















12
-
(
1 )
(
1)

11
11

-

11
11

-

11

The accompanying notes are an integral part of the consolidated financial statements.

188

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Year Ended December 31, 2019 and 2018

In Thousands of New Taiwan Dollars

S
C o d e
S
T
A1
Balance,January 1, 2018

Other changes in capital surplus:
C5
Due to recognition of equity
components
of
convertible
bonds issued
Appropriation of 2017
earnings
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
D1
Netprofit for 2018

D3
Other comprehensive income (loss) for
2018, net of income tax

D5
Total comprehensive income (loss) for
2018

Z1
Balance,December 31, 2018

Appropriation of 2018 earnings
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
D1
Netprofit for 2019

D3
Other comprehensive income (loss) for
2019, net of income tax

D5
Total comprehensive income (loss) for
2019

Z1
Balance,December 31, 2019
h a r e
C
h a r e ( I n
h o u s a n d s )
A

81,934

-
-
-
-

-

-


-


81,934
-
-
-

-

-


-


81,934

a p i t a l
R
e
t
a
i
n
e
d
E
a
r
n
i
n
g
s

m o u n t
Capital Surplus
Legal Reserve
Special Reserve
Unappropriated
R e t a i n e d
E a r n i n g s
Exchange
Differences
on
Translation
of
Foreign Financial
Statements

$ 819,340
$ 1,064,002
$ 157,712
$ 64,310
$ 886,360
( $ 84,243 )
-
43,662
-
-
-
-
-
-
59,967
-
(
59,967 )
-
-
-
-
19,933
(
19,933 )
-
-
-
-
-
(
520,281 )
-

-
-
-
-
499,709
-
-

-

-

-

85
(
34,167)

-

-

-

-

499,794
(
34,167)

819,340
1,107,664
217,679
84,243
785,973
(
118,410 )
-
-
49,971
-
(
49,971 )
-
-
-
-
34,167
(
34,167 )
-
-
-
-
-
(
253,995 )
-

-
-
-
-
622,427
-
-

-

-

-
(
645)
(
152,958)

-

-

-

-

621,782
(
152,958)

$ 819,340
$ 1,107,664
$ 267,650
$ 118,410
$ 1,069,622
($ 271,368)
T o t a l E q u i t y
$ 2,907,481
43,662
-
-
(
520,281 )
499,709
(
34,082)

465,627

2,896,489
-
-
(
253,995 )
622,427
(
153,603)

468,824
$ 3,111,318









The accompanying notes are an integral part of the consolidated financial statements.

189

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows For the Year Ended December 31, 2019 and 2018

In Thousands of New Taiwan Dollars

C o d e
Cash flows from (used in) operating
activities

A10000
Profit (loss) before tax

A20010
Adjustments to reconcile profit (loss)

A20100
Depreciation expense

A20200
Amortization expense

A20300
Expected credit loss (gain)

A20400
Net loss (gain) on financial assets
or liabilities at fair value through
profit or loss
A20900
Finance cost

A21200
Interest income

A22500
Loss
(gain)
on
disposal
of
property, plant and equipment

A23800
Loss (gain) on inventory valuation
A29900
Amortization of lease prepayment
A24100
foreign exchange loss (gain)

A30000
Changes
in
operating
assets
and
liabilities, net

A31130
Decrease
(increase)
in
notes
receivable

A31150
Decrease (increase) in accounts
receivable

A31180
Decrease
(increase)
in
other
receivable

A31200
Decrease (increase) in inventories
A31230
Decrease (increase) in prepayment
A31240
Decrease
(increase)
in
other
current assets

A32150
Increase (decrease) in accounts
payable

A32180
Increase
(decrease)
in
other
payable

A32230
Increase
(decrease)
in
other
current liabilities

A32240
Increase (decrease) in net defined
benefit liability

A33000
Cash inflow (outflow) generated from
operations

A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash flows from (used in)
operating activities

(continued)
Year 2019

$ 858,581



395,336

11,784
(
6,466 )
(
450 )

52,687
(
19,298 )

(
8,482 )

(
715 )


-
(
19,390 )

(
62,565 )
(
253,408 )


6,519


57,900


10,140

(
25,170 )


90,243

14,108
(
1,406 )


5

1,099,953
(
38,938 )

(
192,453)


868,562
Year 2018
$ 726,669
333,083
7,815
3,222
1,657
41,064
(
9,626 )
(
2,752 )
(
19,276 )
2,793
14,761
1,620
(
161,370 )
(
1,600 )
(
162,968 )
(
40,007 )
(
1,545 )
21,262
55,061
(
120 )
(
20)
809,723
(
29,690 )
(
150,746)

629,287

190

C o d e
Cash flows from (used in) investing activities
B02700
Acquisition of property, plant and
equipment
B02800
Proceeds from disposal of property,
plant and equipment
B03700
Decrease
(increase)
in
refundable
deposits
B04500
Acquisition of intangible assets

B05350
Acquisitionfor right-of-use assets

B07300
Increase in other lease prepayments

B07500
Interest received

BBBB
Net cash flows from (used in)
investing activities


Cash flows from (used in) financing
activities
C00100
Increase in current borrowings

C01200
Proceeds from Issuing bonds

C01600
Proceeds from long-term debt

C03100
Decrease
in
guarantee
deposits
received
C04500
Cash dividends paid

CCCC
Net cash flows from (used in)
financing activities


DDDDEffect of exchange rate changes on cash and
cash equivalents


EEEE
Net increase (decrease) in cash and cash
equivalents


E00100Cash and cash equivalents at beginning of
period


E00200Cash and cash equivalents at end of period
Year 2019

( $ 547,232 )

80,380
14,631

(
10,746 )

(
9,655)
(
- )


17,011

(
455,611)



830,154

-

(
92,145 )
(
3 )

(
253,995 )


484,011


(
18,595)


878,367

1,325,232


$ 2,203,599
Year 2018
( $ 1,192,876)
12,083
(
14,342 )
(
14,872 )
-
(
134,794 )

9,067
(1,335,734)
398,499
1,502,500
92,145
(
189 )
(
520,281)
1,472,674
(
4,086)
762,141

563,091
$ 1,325,232

The accompanying notes are an integral part of the consolidated financial statements.

191

Global PMX Co., Ltd. and Subsidiaries Notes to Consolidated Financial Statements For the Years Ended December 31, 2019 and 2018

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

1. General Information

Global PMX Co., Ltd. (“the company”), was incorporated in February 1987, formerly known as 「Global PMX Co., Ltd.」. The Company changed its name to Global PMX Co., Ltd. in October 1999. The primary business activities of the Company are manufacture, sales, imports and exports of electronic equipment, plastic components, hardware hand tools, metal parts etc. trading, import and export, industrial plastic products manufacturing, other non-metal products manufacturing, iron and steel casting, iron and steel forging, steel rework, aluminum rework, etc.

The common shares of the Company have been listed on the Taiwan Stock Exchange since August 10, 2015.

The consolidated financial statements are presented in NTD, which is the Company’s functional currency.

2. The Date of Authorization for Issuance of The Consolidated Financial Statements and Procedures for Authorization.

The consolidated financial statements were approved and authorized by the Board of Directors on March 23, 2020.

3. Application of New Standards, Amendments and Interpretations

  • (1) Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

192

IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

The Group as lessee

The Group recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the parent company only statements of comprehensive income, The Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the parent company only statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts, including property interest qualified as investment properties, were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights in China were recognized as prepayments for leases. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as prepayments for leases. Cash flows for operating leases were classified within operating activities on the parent company only statements of cash flows. Leased assets and finance lease payables were recognized on the parent company only balance sheets for contracts classified as finance leases.

The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the

193

lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments, The Group applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients:

a) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

b) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

c) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 $ 824 Less: Recognition exemption for short-term leases ( 824) Undiscounted amounts on January 1, 2019 $

Discounted amounts using the incremental borrowing rate on January 1, 2019 $ - - Lease liabilities recognized on January 1, 2019 $

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

As Originally Adjustments Adjustments
Stated on Arising from Restated on
January 1, Initial January 1,
2019 Application 2019
Right-of-use assets $
-
$ 158,180
$ 158,180
Prepayments for leases -
non-current 158,180
( 158,180)
-
Total effect on assets
$
158,180
$
-
$ 158,180
Total effect on liabilities
$

-
$
-
$ -
Total effect on equity
$

-
$
-
$ -

194

  • (2) The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020

Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate January 1, 2020 (Note 2) Benchmark Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

1) Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

2) Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to

195

influence”.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, The Group is continuously assessing the possible impact that the application of other standards and interpretations will have on The Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • (3) New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date Announced by IASB (Note New IFRSs 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2022 or Non-current”

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

The amendments clarify that for a liability to be classified as non-current, The Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether The Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, The Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or The Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of The Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.

Except for the above impact, as of the date the consolidated financial statements

196

were authorized for issue, The Group is continuously assessing the possible impact that the application of other standards and interpretations will have on The Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. Summary of Significant Accounting Policies

  • (1) Statement of Compliance

The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (2) Basis of Preparation

The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

  1. Level 1 inputs are quoted prices (unadjusted) of identical assets or liabilities that the entity can access in active markets at the measurement date.

  2. Level 2 inputs are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  3. Level 3 inputs are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When preparing the parent company only financial statements, The Group used the equity method to account for its investments in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of The Group in its financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, share of profits of subsidiaries for using the equity method in the parent company only financial statements.

197

  • (3) Classification of Current and Non-Current Assets and Liabilities

Current assets include

  1. Assets held primarily for the purpose of trading.

  2. Assets expected to be realized within 12 months after the reporting period; and

  3. Cash and cash equivalents (unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period).

Current liabilities include :

  1. Liabilities held primarily for the purpose of trading.

  2. Liabilities due to be settled within 12 months after the reporting period; and

  3. Liabilities for which The Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as noncurrent.

  • (4) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any

198

difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 10、Table 6 and Table 7 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  • (5) Foreign Currencies

In preparing the financial statements of The Group, transactions in currencies other than The Group’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.

For the purposes of presenting financial statements, the assets and liabilities of The Group’s foreign operations (including the subsidiaries or associates, joint ventures or branches of the country in which the country of operation or currency is used) are translated into New Taiwan Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of all the equity of a foreign operation, or disposes of the partial equity of the subsidiaries but loses control, or disposes of the joint ventures or associates. The retained equity are financial assets and are accounted for as financial instruments. All of the exchange differences accumulated in equity in respect of that operation attributable to the owners of The Group are reclassified to profit or loss.

If partial disposal of a foreign subsidiary does not result in loss of control, the cumulative exchange difference is incorporated into the equity transaction calculation on a pro rata basis, but is not recognized as profit or loss. In the case of any other part of the disposition of foreign operation, the accumulated exchange difference is reclassified to profit or loss according to the proportion of the disposition.

199

(6) Inventories

Inventories including finished goods, are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. The costs of inventories sold or consumed are determined using the weighted-average method.

  • (7) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment.

Depreciation of property, plant and equipment are recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

  • (8) Intangible Assets

1. Acquired Separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates being accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless The Group expects to dispose of the intangible asset before the end of its economic life.

  1. Derecognition

When the intangible assets are derecognized, the net disposal price and the carrying amount of the asset is recognized in the current profit and loss.

  • (9) Impairment of Tangible and Intangible Assets

The Group reviews the carrying amounts of its tangible and intangible assets (excluding goodwill), to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is

200

estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, The Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, The Group uses the estimated cash flows discounted by the future pre-tax discount rate, and the discount rate reflects current the market time value of money and the specific risks to the asset for estimated future cash flows not yet adjusting to the market.

When an impairment loss subsequently is reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

(10) Financial Instruments

Financial assets and financial liabilities are recognized when The Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities, those are not initially measured at fair value through profit or loss, shall be measured at fair value plus transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1. Financial Assets

On a regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • (1) Measurement Category

The Group’s financial assets consist of the following categories: financial assets at fair value through profit or loss, financial assets at amortized cost.

  • A. Financial assets at fair value through profit or loss

201

Financial assets at fair value through profit or loss (FVTPL) are stated at fair value, with any gains or

losses arising on remeasurement recognized in profit or loss, including The Group's investment in equity instruments that are not measured by The Group's other comprehensive gains and losses, which are measured at fair value through profit or loss and non-conforming investment in debt instruments that are measured at amortized cost or measured at fair value through other comprehensive income. Fair value is determined in the manner described in Note 26.

  • B. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets (including cash and cash equivalents and accounts receivable as measured by amortized cost) carried at amortized cost should be amortized using the effective interest rate method. Under the effective interest method, the interest income recognized is calculated by applying the market interest rate to the carrying amount and the difference between the interest income so recognized and the interest income paid. Any foreign currency exchange gains and losses are recognized in profit or loss.

Except the following two approaches, interest income was calculated by effective interest rate multiplying the total carrying value of the asset:

  • (a) Purchased or originated credit-impaired financial assets, for which interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of financial assets.

202

  • (b) Non-purchased or originated credit impairment, but financial assets have subsequently become credit-impaired, for which interest income is calculated by multiplying the effective interest rate by the amortized cost of such financial assets starting from the following reporting period.

Cash equivalents include time deposits that are highly liquid within 3 months from the date of acquisition, can be converted into cash fund at any time, and have little risk of changes in value, to meet short-term cash commitments.

(2) Impairment of Financial Assets

The Group's impairment loss on financial assets (including accounts receivable) measured at amortized cost based on expected credit loss at the end of each reporting period.

Receivable are recognized as allowances for expected credit losses during the duration. Other financial assets are assessed whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance loss is recognized based on the 12-month expected credit loss. If it has increased significantly, it is recognized as the expected credit loss during the duration.

The expected credit loss is the weighted-average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from the possible default of the financial instrument within 12 months following the report. The expected credit loss during the duration represents the expected credit loss arising from all possible defaults of the financial instrument during the expected duration.

For internal credit risk management purposes, The Group determines that the following situations indicate that a financial asset is in default :

  • i) Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii) When a financial asset is more than 181 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The impairment loss of all financial assets is reduced by the allowance account, but the allowance for the investment in the debt instrument measured at fair value through other comprehensive gains and losses is

203

recognized in other comprehensive gains and losses and does not reduce its carrying amount.

(3) Derecognition of Financial Assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2. Equity Instruments

Debt and equity instruments issued by The Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by The Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of The Group’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of The Group’s own equity instruments.

204

3. Financial Liabilities

  • (1) Subsequent measurement

The financial liabilities are measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

The Group derecognized financial liabilities, the difference between the carrying amount of such a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

4. Convertible Bonds

The component parts of compound instruments (convertible bonds) issued by The Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

205

(11) Revenue Recognition

The Group recognizes revenue when performance obligations are satisfied. The transaction price is apportioned to each performance obligation and the income is recognized when each performance obligation is met.

Revenue from sale of goods

Revenue from the sale of goods comes from automotive parts, computer, communication, and consumer electronics and medical equipments. The Group recognizes revenue when the products are delivered and ownership control is transferred.

During materials processing, the control of the ownership of the processed product is not transferred, the revenue is not recognized during materials processing.

  • (12) Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basi over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

206

2018

Leases are classified as finance lease whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  1. The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  1. The Group as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

  • (13) Borrowing Cost

Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • (14) Government Grants

Government grants are not recognized until there is reasonable assurance that the consolidated company will comply with the conditions attached to the grants and that the grants will be received.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the consolidated company with no future related costs are recognized in profit or loss in the period in which they become receivable.

  • (15) Employee Benefit

  • Short-term employee benefit

Liabilities recognized in respect of short-term employee benefit are measured

207

at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.

  1. Retirement benefits

Payments to the benefit plan are recognized as an expense when the employees have rendered service entitling them to the contribution.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represents the actual deficit (surplus) in The Group’s defined benefit plan. Net defined benefit asset shall not exceed the present value of the allocation from the plan or the reduction of future allocation.

(16) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1. Current tax

Pursuant to Income Tax Act, income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent to the year the earnings are generated.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

208

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where The Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which The Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  1. Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

209

5. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty

In the application of the consolidated company’s accounting policies, management is required to make judgments, estimates and assumptions about information that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

6. Cash and Cash Equivalents

Cash and Cash Equivalents
Cash on hand and revolving funds
Bank notes and demand deposits
Cash equivalents (investments
with original maturities of 3
months or less)
Time deposits
December 31,2019
$ 759
1,516,950
685,890
$ 2,203,599
December 31,2018






$ 788
1,036,762
287,682
$ 1,325,232

7. Financial Assets at Fair Value through Profit or Loss

December 31, 2019 December 31, 2018 - Financial assets noncurrent Mandatorily at FVTPL. Derivatives instruments (non-designated hedges) - Redeemable convertible bond (Note 16) $ 1,050 $ 600

The Group has issued embedded derivatives that are not closely related to the host contract of convertible bonds (issuer redemption), the fair value assessed using option pricing model is provided in Note 16.

210

8. Notes and Accounts Receivable and Other Receivables

Notes receivable
Operating
Accounts
receivable

non-
related parties
At amortized cost
Gross carrying amount
Less:Allowance for doubtful
accounts
Accounts
receivable -related
parties
At amortized cost
Gross carrying amount
Other receivables
Tax refund receivable
Interest receivable
Other receivables-related parties
Others
December 31,2019
$ 76,886
$ 1,760,914
(
25,732)
$ 1,735,182
$ 27
$ 12,794
2,846
8,267

16,781
$ 40,688
December 31,2018 December 31,2018


(






(




$ 14,321
$ 1,491,203

32,918)
$ 1,458,285
$ 16,330
$ 29,599
559
26
5,121
$ 35,305

The average credit period of sales of goods was 60 to 120 days. Due to the short average credit period of sales of goods, no interest was charged on accounts receivable. The consolidated company uses other publicly available financial information or its own trading records to rate its major customers, and to obtain sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The consolidated company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits annually.

In order to minimize credit risk, the consolidated company’s management has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the consolidated company reviews the recoverable amount of each individual account receivable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The consolidated company applies the simplified approach to provisions for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected losses

211

provision for all accounts receivable. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to past default experience with the debtor and an analysis of the debtor’s current financial position, adjusted for the general economic conditions of the industry in which the debtor operates and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for losses based on the past due status of receivables is not further distinguished according to different segments of the Group’s customer base. Expected credit loss rate on accounts receivable are estimated based on the number of days that past due.

The following table details the loss allowance of accounts receivable based on the consolidated company’s allowance matrix:

December 31, 2019


Gross carrying amount

Loss allowance (Lifetime
ECL)

Amortized cost

December 31, 2018
Not Past Due Not Past Due 1 ~ 6 0 d a y s 61~120days 61~120days 121~180days 121~180days Over 181days Over 181days T
o
t
a
l
$1,530,941

(
5,376)

$1,525,565

Not Past Due

(

1
$ 192,563


8,759)

$ 183,804

~ 6 0 d a y s
$ 30,359

(
5,418)

$ 24,941

61~120days
$ 2,041

(
1,142)

$ 899

121~180days
$ 5,037

(
5,037)
$ -

Over 181days
$ 1,760,941
(
25,732 )
$ 1,735,209
T
o
t
a
l


Gross carrying amount

Loss allowance (Lifetime
ECL)

Amortized cost

(
$1,266,621


3,753)

$1,262,868

(
$ 205,170


13,539)

$ 191,631

(
$ 23,595


6,234)

$ 17,361

(
$ 7,045


4,290)

$ 2,755

(
$ 5,102


5,102)
$ -
$ 1,507,533
(
32,918 )
$ 1,474,615

The loss allowance for accounts receivable is calculated by the rate of expected credit loss at each aging range, and the rate of expected credit loss was 0.01% to 100%.

212

Movements of the loss allowance for accounts receivables were as follows:


Balance at January 1, 2019

Less:(Reversal)Impairment loss allowance for the
period

Differences arising from currency exchange

Balance at December 31
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2019



$ 32,918

(
6,466 )

(
720)


$ 25,732
2018




(

$ 30,047
3,222

351)
$ 32,918

9. Inventories

Finished goods
Work in progress
Raw materials
Inventory in transit
December 31,2019
$ 291,005
271,321
133,724

-
$ 696,050
December 31,2018 December 31,2018








$ 273,981
283,917
192,077
742
$ 750,717

Costs of inventories sold were NT$3,633,723 thousand and NT$3,138,569 thousand, respectively, for the years ended December 31, 2019 and 2018. Recovery benefit of net realizable value of inventories in the amount of NT$715 thousand and NT$19,276 thousand were included in the cost of sales for the years ended December 31, 2019 and 2018, respectively. Recovery of net realizable value of inventories derived mainly from disposal of inventory obsolescence.

10. Subsidiaries

Subsidiaries included in the consolidated financial statements

The consolidated entities as of December 31, 2019, and December 31, 2018 were as follows:

I n v e s t o r I
n
v
e
s
t
e
e


M a i n B u s i n e s s e s
A c t i v i t i e s
% o f O w n e r s h i p R
e
m
a
r
k

December
31,2019
100%
100%
100%
100%
100%
December
31,2018
100%

100%

100%

100%

100%
Global PMX Co.,
Ltd.

Global PMX Co.,
Ltd.

Global PMX Co.,
Ltd.

Fortune Tower
Holding Co., Ltd.

Fortune Tower
Holding Co., Ltd.
Fortune Tower
Holding Co., Ltd.

Seamax International
Ltd.

Ace Plus Technology
Limited

Seamax
Manufacturing Pte.
Limited

Global Advance
Technology Limited
Investment
holding
company
Import and export of
goods
Import and export of
goods
Investment
holding
company
Investment
holding
company
Incorporated
in
January 2012
Incorporated
in
January 2012
Incorporated in August
2016
Acquire
100%
majority
stake
directly or indirectly
in January 2012
Acquire
100%
majority
stake
directly or indirectly
in January 2012

213

Seamax Seamax Productions and sales of 100% 100% Acquire 100%
Manufacturing Manufacturing hard-discs,
industrial
majority stake
Pte. Limited Co.,Ltd.(in control
components,
directly or indirectly
Dongguan) fine
blanking
die,
in January 2012
standard parts for die
sets,
advanced
hardware,
advanced
construction hardware,
plumbing
equipment
and
hardware,
new
electronic
components, key auto
parts,
anti-lock
braking system.
Global Win Limited Global PMX Co., Production and sales of 100% 100% Acquire 100%
Ltd.(in hard disc drive, new majority stake
Dongguan) electronic components, directly or indirectly
plumbing
equipment
in January 2012
and
hardware,
key
auto parts, anti-lock
braking system.
Global Advance Global PMX Co., Development, research, 100% 100% Acquire 100%
Technology Ltd.(in Zhejiang) production and sales majority stake
Limited of
various
large
directly or indirectly
capacity
optical
in January 2012
disc/hard disc drivers
and
parts,
semiconductor
devices,
new
electronic
components,
digital
cameras,
precise
online
measuring
instruments,
fine
blanking die, standard
parts for die sets, and
precise
medical
equipment,
precise
auto parts.
Global Advance Global PMX Co., Development, research, 100% 100% Incorporated
in
Technology Ltd. (in Jiaxing) production and sales December 2017
Limited of auto parts, general
components,
Class
1medical
equipment,
computer
software/hardware,
R&D
of
electronic
components

214

11. Property, Plant and Equipment


Balance at January 1,
2018

Additions
Disposals
Reclassification
Exchange difference, net
Balance at December 31,
2018


Accumulated
depreciation
and
impairment

Balance at January 1,
2018

Depreciation
Disposals
Reclassification
Exchange difference, net
Balance at December 31,
2018

Net amount at December
31, 2018

Cost

Balance at January 1,
2019

Additions
Disposals
Reclassification
Exchange difference, net
Balance at December 31,
2019

Accumulated
depreciation
and
impairment

Balance at January 1,
2019

Depreciation
Disposals
Exchange difference, net
Balance at December 31,
2019

Net amount at December
31, 2019
L a
n
d
B u i l d i ng s
Machinery and
Equ ipm e n t

S h i p p i n g
Equ ipm e n t

O f f i c e
Equ ipm e n t

O
t
h
e
r
Equ ipm e n t

C
P
onstruction in
r o g r e s s
T
o
t
a
l

















$ 16,801

-
-
-

-

$ 16,801

$ -

-
-
-

-

$ -

$ 16,801

$ 16,801

-
-
-

-

$ 16,801

$ -

-
-

-

$ -

$ 16,801













$ 483,373

-
-

-
(
8,505)

$ 474,868

$ 130,327

22,129
-

-
(
2,622)

$ 149,834

$ 325,034

$ 474,868

5,213
-

18,987
(
19,520)

$ 479,548

$ 149,834

22,027
-

(
6,701)

$ 165,160

$ 314,388
$ 3,239,166

809,650
(
66,051 )
316,659

(
68,265)

$ 4,231,159

$ 1,222,637

259,551
(
58,011 )
4
(
17,282)

$ 1,406,899

$ 2,824,260

$ 4,231,159

228,240
(
160,322 )
288,894
(
179,979)

$ 4,407,992

$ 1,406,899

313,760
(
79,661 )
(
62,688)

$ 1,578,310

$ 2,829,682
$ 13,075

427
(
546 )
(
172)
(
222)

$ 12,562

$ 4,629

1,987
(
255 )
-
(
113)

$ 6,248

$ 6,314

$ 12,562

87
(
184 )
850
(
529)

$ 12,786

$ 6,248

1,931
(
175 )
(
319)

$ 7,685

$ 5,101
$ 39,400

949
(
3,328 )

27
(
578)

$ 36,470

$ 26,386

3,699
(
3,234 )

(
403)

$ 26,448

$ 10,022

$ 36,470

215
(
208 )
-
(
1,306)

$ 35,171

$ 26,448

3,318
(
208 )
(
1,036)

$ 28,522

$ 6,649
$ 288,159

62,975
(
33,814 )
9,986
(
5,736)

$ 321,570

$ 167,462

45,717
(
32,908 )
(
4 )
(
3,149)

$ 177,118

$ 144,452

$ 321,570

45,960
(
20,661 )
14,654

(
14,425)

$ 347,098

$ 177,118

50,718
(
19,818 )
(
8,311)

$ 199,707

$ 147,391
$ 2,831

44,065

-
13,505
(
1,116)

$ 59,285

$ -

-

-


-

-

$ -

$ 59,285

$ 59,285

151,172

-
(
33,913 )
(
7,187)

$ 169,357

$ -

-

-


-

$ -

$ 169,357
$ 4,082,805
918,066
(
103,739 )

340,005
(
84,422)
$ 5,152,715
$ 1,551,441
333,083
(
94,408 )
-
(
23,569)
$ 1,766,547
$ 3,386,168
$ 5,152,715
430,887
(
181,375 )

289,472
(
222,946)
$ 5,468,753
$ 1,766,547
391,754
(
99,862 )
(
79,055)
$ 1,979,384
$ 3,489,369

No impairment assessment was performed for the years ended December 31, 2019 and 2018 as there was no indication of impairment.

The above items of property, plant and equipment were depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings
Main buildings-Taiwan 55 years
Main buildings-Mainland
China 20 years
Building improvements 3 years
Machinery and equipment 3 to 15 years
Shipping equipment 2 to 10 years
Office equipment 3 to 10 years
Miscellaneous equipment 3 to 5 years

Information on amounts of property, plant and equipment pledged to others as collaterals is provided in Note 29.

215

12. LEASE ARRANGEMENTS

  • a. Right-of-use assets – 2019
Carrying amounts
Land

Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land
December 31,
2019
$ 157,540
For the Year
Ended
December 31,
2019

$ 9,655
$ 3,582

b. Other lease information

The consolidated company 's subsdiary , Global PMX Co.,Ltd.(in Zhejiang), obtained the right-of-use assets on land , Jiashan County, Zhejiang Province , in January, 2019, paid amount to RMB$ 2,113 thousand ( approximately equivalent to NT$ 9,655 thousand) .

2019
Expenses relating to short-term leases

Total cash outflow for leases
For the Year
Ended
December 31,
2019

$ 7,402
$ 7,402

The consolidated company leases certain buildings and office equipment which qualify as short-term leases. The consolidated company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

216

December 31, 2018

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years
$ 824
-
-
$ 824

13. Computer Software, Net

Cost
Balance at January 1
Acquired separately
Derecognition
Differences arising from currency
exchange, net
Balance at December 31
Accumulated
amortization
and
impairment
Balance at January 1,
Amortization expenses
Derecognition
Differences arising from currency
exchange, net
Balance at December 31
Carrying amount at January 1
Carrying amount at December 31
2019
$ 26,850
10,746
(
8,569 )
(
1,151)
$ 27,876
( $ 11,360 )
(
11,784 )
8,569

584
($ 13,991)
$ 15,490
$ 13,885
2018
$ 12,784
14,872
(
322 )
(
484)
$ 26,850
( $ 4,069 )
(
7,815 )
322

202
($ 11,360)
$ 8,715
$ 15,490

Amortization expenses are recognized on a straight-line basis over 2 to 5 years.

14. Other Assets

Current
Prepayments
Office supplies
Excess business tax paid
Business tax paid
Prepayments to suppliers
Others
Other current assets
Other financial assets
December 31,2019
$ 137,989
12,674
7,028
26,117

25,452
209,260
28,849

23
$ 238,132
December 31,2018 December 31,2018








$ 122,289
32,500
12,642
29,692
22,277
219,400
3,679
23
$ 223,102

217

Non-current
Prepayments for business facilities

Guarantee deposits paid
Long-term lease prepayments (1)

$ 130,633

1,153

-

$ 131,786
$ 365,429
15,784
158,180
$ 539,393

(1) Long-term lease prepayments

Long-term lease prepayment is made for a right to the use of the land in Mainland China.

15. Borrowings

(1) Current borrowings

Current borrowings
Unsecured borrowings
Credit loans
December 31,2019
$ 2,660,798
December 31,2018
$ 1,830,644

As of December 31, 2019 and 2018, the range of short-term credit loans interest rates were 0.80%~2.99% per annum and 0.80%~3.75% per annum respectively.

  • (2) Non-current portion of non-current borrowings
Unsecured borrowings
Credit loans
December 31,2019
$ -
December 31,2018 December 31,2018
$ 92,145

The final repayment to the loan is due on December 20, 2021, as of December 31, 2018, the effective interest rate charged on the loan was 3.7%. The consolidated company obtained a bank drawdown amounted to US$3,000 thousand (approximately equivalent to NT$92,145 thousand) in 2018, a grace period of 1 year for repayment. The consolidated company amortizes the loan over 2-year period starting from 2020. This drawdown is used for acquisitions of plants and equipment. The loan has repayed in March, 2019.

16. Bonds Payable

Domestic unsecured bonds
Less:Discount on bonds payable
Subtotal amount
Less:Current portion
December 31,2019
$ 1,500,000
(
14,369)
1,485,631

-
$ 1,485,631
December 31,2018 December 31,2018

(



(


$ 1,500,000
27,321)
1,472,679
-
$ 1,472,679

218

Domestic unsecured convertible bonds

The consolidated company issued 15 thousand shares of unsecured convertible bonds denominated in New Taiwan Dollars, with an aggregate principal amount of NT$ 1,500,000 thousand and a coupon interest rate of zero percent on February 5, 2018.

  • (1) Each unit of convertible bond holder has right to convert held bonds to common shares of issuing company at NT$179 per share during the conversion period starting from May 6, 2018 to February 5, 2021. (The initial conversion price of NT$ 193 were reset and amounted to NT$ 183.5 and NT$ 179 per share respectively, at ex-dividend date on August 15, 2018 and August 3, 2019)

  • (2) Starting from May 6, 2018 to December 27, 2020, if the closing prices of The Group’s common stocks had surpassed the conversion price in 30 consecutive business days in a row to the extent of 30% (on) or above the foresaid price, or the balance of outstanding convertible bonds had been 10% lower than original issued amount, The Group may repurchase outstanding bonds in cash at their par value.

The convertible bonds contain both liability and equity components, the equity component was presented in equity as capital surplus-share option. The effective interest rate of liability component was initially recognized at 0.073%.

Proceeds from issuing bonds(less transaction cost NT$ 5,000 thousand)

Equity component(less transaction cost allocated to equity
NT$346 thousand)
(
Convertible bond redemption

Liability component measured at issuance date (less
transaction cost allocated to liability NT$4,647 thousand)

Effective interest rate 0.073%

Liability component at December 31, 2018

Effective interest rate 0.073%

Liability component at December 31, 2019
$ 1,502,500

43,662 )
2,257
1,461,095
11,584
$ 1,472,679
12,952
$ 1,485,631

Convertible bond redemption is a financial asset measured at fair value through profit or loss. The estimated gain (loss) amount from changes in fair value from the year ended 2019 and February 5 to December 31, 2018 was NT$450 thousand and (NT$1,657)

219

thousand, The fair value of the financial assets was NT$1,050 thousand NT$600 thousand as of December 31, 2019 and 2018. Please refer to Note 7.

17. Accounts Payable

Operating
Accounts payable
Accounts payable-related parties
December 31,2019
$ 356,644
$ 78,517
December 31,2018 December 31,2018


$ 285,617
$ 59,301

The consolidated company has financial risk management policies in place to ensure that all payables are repaid within the pre-agreed credit terms.

18. Other Liabilities

Other payables
Salaries and bonuses
Social insurance premiums
Utilities expense
Payables on equipment
Interest payable
Employee compensation
Remuneration of directors
Professional service fee
Taxes and dues
Processing expenses
Others
Other payables-related parties
Temporary credits
Receipts under custody
Others
Non-current
Guarantee deposit received
December 31,2019
$ 124,704
119,767
2,151
49,714
2,013
24,096
19,514
5,812
17,887
172,444
270,638
$ 808,740
$ 348
$ 3,335
621

311
$ 4,267
$ 86
December 31,2018 December 31,2018



















$ 111,824
107,918
2,538
106,259
1,216
23,298
18,647
5,341
17,439
166,028
277,782
$ 838,290
$ 12,438
$ 4,801
548
324
$ 5,673
$ 89

19. Retirement Benefit Plans

(1) Defined contribution plans

The consolidated company has pension plans under the R.O.C. Labor Pension Act (the “Act”), which is a state-managed defined contribution plan. Under the Act, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

220

The employees of the consolidated company’s subsidiaries in China are members of retirement benefit plans operated by their respective governments. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the consolidated company with respect to the retirement benefit plan is to make the specified contributions.

(2) Defined benefit plans

The consolidated company adopted the defined benefit plan under the R.O.C. Labor Standards Law, under which pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Group contributes amounts equal to 4% of total monthly salaries and wages to a pension fund administered by the Labor Pension Fund Supervisory Committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, The Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, The Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds (“the Bureau”) under Taiwan’s Ministry of Labor; the consolidated company has no right to influence the Bureau’s investment policy and strategy.

Amounts included in the consolidated balance sheets in respect of the defined benefit plans were as follows:

Present value of defined benefit
obligation
Fair value of plan assets
Appropriation shortage
Net defined benefit liability
December 31,2019
$ 10,882
(
5,457)

5,425
$ 5,425
December 31,2018 December 31,2018

(


(

$ 9,944
5,169)
4,775
$ 4,775

Movements in net defined benefit liability were as follows::

N e t D e f i n e d Present Value of B e n e f i t Defined Benefit Fair Value of L i a b i l i t i e s O b l i g a t i o n P l a n A s s e t s ( A s s e t s )

==> picture [398 x 67] intentionally omitted <==

221

Remeasurement

Remeasurement
Return on plan assets
(excluding amounts
included
in
net
interest)
Actuarial loss (gain)

Changes
in
demographic
assumptions
-Changes in
financial
assumptions
-Experience
adjustments

Recognized
in
other
comprehensive
income

Contributions
from
the
employer

Balance at December 31,
2018

Interest expense (income)
Recognized in profit or
loss

Remeasurement
Return on plan assets
(excluding amounts
included
in
net
interest)
Actuarial loss (gain)

Changes
in
demographic
assumptions
-Changes in
financial
assumptions
-Experience
adjustments

Recognized
in
other
comprehensive
income

Contributions
from
the
employer

Balance at December 31,
2019
(




-
(
175 ) (
175 )
54
-
54
157
-
157

121)

-
(
121)
90
(
175)
(
85)
-
(
85 )
(
85)
9,944
(
5,169)

4,775
124
(
65)

59
124
(
65)

59
-
(
169 ) (
169 )
2
-
2
636
-
636
176

-

176
814
(
169)
(
645)
-
(
54 )
(
54)
$ 10,882
($ 5,457)
$ 5,425


Through the defined benefit plans under the R.O.C. Labor Standards Law, the consolidated company is exposed to the following risks:

222

  • Investment risk: The pension funds are invested in domestic (foreign) equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the mandated management. However, under the R.O.C. Labor Standards Law, the returns generated by plan assets should not be less than the interest rate for a 2-year time deposit published by the local banks.

  • Interest risk: A decrease in the government/corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  • Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Future salary increase rate
December 31,2019
0.750%
2.250%
December 31,2018
1.250%
2.250%

If a reasonably possible movement in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:

Discount rate
Increase 0.25%
Decrease 0.25%
Future salary increase rate
Increase 0.25%
Decrease 0.25%
December 31,2019
($ 324)
$ 337
$ 326
($ 315)
December 31,2018 December 31,2018
(


(
(


(
$ 311)
$ 324
$ 315
$ 304)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in

223

assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Estimated amount to be paid
within 1 year
Determine the average maturity
of defined benefit obligation
December 31,2019
$ 60
12.0 years
December 31,2018 December 31,2018
$ 87
12.7 years

20. Equity

  • (1) Share capital
Common stock
Authorized shares
(in thousands)
Authorized capital
Issued and paid shares
(in thousands)
Issued capital
December 31,2019

150,000
$ 1,500,000

81,934
$ 819,340
December 31,2018 December 31,2018






150,000
$ 1,500,000
81,934
$ 819,340

A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive dividends.

  • (2) Capital surplus
May be used to offset a deficit,
distributed
as
cash
dividends, or transferred to
share capital (1)
Share premium
May not be used for any
purpose
Stock right (2)(Note 16)
December 31,2019
$ 1,064,002

43,662
$ 1,107,664
December 31,2018 December 31,2018




$ 1,064,002
43,662
$ 1,107,664
  • (1) The capital surplus from shares issued in excess of par may be used to offset a deficit; in addition, when The Group has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital, but limited to a certain percentage of The Group’s paid-in capital each year.

224

  • (2) Such capital surplus generated from recognition of convertible bonds will be adjusted upon conversion or expiration of underlying assets.

  • (3) Retained earnings and dividend policy

Under the earning distribution policy of The Group’s Articles, where The Group made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by The Group’s board of directors as the basis for proposing a distribution plan with due consideration of any future operating plans and fund demand, which shall be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders by cash or shares, cash dividends shall be distributed not less than 50% of profit, which was offseted losses and deducted legal reserve and special reserve. However, if The Group’s shareholder dividend is less than NT$0.5 per share, retained earnings will not be distributed. The Group can distribute the dividends by cash or shares, cash dividend is not less than 50% of the total dividend. The distribution of profit surplus shall be approved in the annual shareholders’ meeting. For the employee and directors' compensation distribution policy as stipulated in The Group's Articles, please refer to Note 22 (7) Employees' Compensation and Directors' Compensation.

The statutory surplus reserve shall be allocated until the balance reaches the total paid-in capital of The Group. The statutory surplus reserve can be used for make up losses. When The Group has no losses, the portion of the statutory surplus reserve exceeds 25% of the total paid-in capital may be transferred to capital or distributed as cash dividends.

Pursuant to Letter Number 1010012865 and Letter Number 1010047490 issued by the Financial Supervisory Commission and Adoption of International Financial Reporting Standards (IFRSs), Questions and Answers to an application for permission to capitalize its legal reserve or capital reserve” set aside and reversal special reserve in accordance with the provisions. After other shareholders' equity deductions have been reversed, the surplus shall be distributed in the reversal part.

The appropriations of 2018 and 2017 retained earnings had been approved by The Group’s shareholders in its meetings held on June 14, 2019 and June 29, 2018, respectively. The appropriations of earnings and dividends per share were as follows:

225

Legal reserve
Special reserve
Cash dividends
Dividends Per Share(NT$)
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings
For Fiscal Year
2018
$ 49,971
$ 34,167
$ 253,995
$ 3.10
For Fiscal Year
2017






$ 59,967
$ 19,933
$ 520,281
$ 6.35

The appropriations of retained earnings for 2019 had been proposed by the board of directors on March 23, 2020:

Legal reserve
Special reserve
Cash dividends
Dividends Per Share(NT$)
Appropriation of Earnings Appropriation of Earnings
For Fiscal Year 2019
$ 62,243
$ 152,958
$ 204,835
$ 2.5

The appropriations of earnings for the 2019 are to be presented for approval in the shareholders’ meeting to be held in June, 2020.

(4) Special reserve

Special reserve
Balance at January 1
Special reserve
Deduction amount to other
equity
Balance at December 31
2019
$ 84,243

34,167
$ 118,410
2018




$ 64,310

19,933
$ 84,243

226

  • (5) Other equity items

  • Exchange differences on translating the financial statements of foreign operations

2019 2018
Balance at January 1 ($ 118,410) ($ 84,243)
Change in tax rate - 3,043
Recognized for the year
Exchange differences
on translating the
financial statements
of
foreign
operations ( 191,198 ) ( 46,513 )
Income tax effect
38,240
9,303
Other comprehensive
income for the year (152,958) ( 34,167)
Balance at December 31 ($ 271,368) ($ 118,410)
Net Revenue
2019 2018
Revenue generated from contracts
with customers
Revenue generated from sales of
goods $ 5,014,098 $ 4,424,839

21. Net Revenue

22. Net Profit for the Year

  • (1) Other income
(1) Other income
2019 2018
Interest income
Bank deposits $ 19,298 $ 9,626
Rental income - 200
Government subsidy income 36,793 12,304
Others 1,302 6,722
$ 57,393 $ 28,852
(2) Other gains and losses
2019 2018
Gains (losses) on disposal of
property, plant and equipment $ 8,482 $ 2,752
Gains
(losses)
on
foreign
exchange, net ( 52,886 ) ( 81,045 )
Gains (losses) on financial assets
at FVTPL, net 450 ( 1,657 )
Others ( 305) ( 233)
( $ 44,259) ( $ 80,183)

227

(3)
Finance cost
2019
Interest
expense
on
bank
borrowings
$ 39,735
Interest
expenses
on
convertible bonds

12,952
$ 52,687
(4)
Depreciation and amortization
2019
Property, plant and equipment
$ 391,754
Right-of-use assets
3,582
Intangible assets

11,784
Total
$ 407,120
Depreciation categorized by
function
Operating costs
$ 361,417
Operating expenses

33,919
$ 395,336
Amortization categorized by
function
Administrative expenses
$ 11,784

(5)
Research and development expenditure recognized as expenses
2019
Research
and
development
expenses
$ 169,928
(6)
Employee benefit expenses
2019
Short-term employee benefits
$ 813,966
Post-employment benefits
Defined contribution plans
29,281
Defined benefit plans(Note
19)
59
Termination benefits
1,817
Other employee benefits

45,006
Total
employee
benefit
expenses
$ 890,129
Categorized by function
Operating costs
$ 648,671
Operating expenses
241,458
$ 890,129
2019
$ 39,735
12,952
$ 52,687
2019
$ 391,754
3,582
2018




$ 29,480
11,584
$ 41,064
2018
$ 333,083
-





7,815
$ 340,898
$ 303,423
29,660
$ 333,083
$ 7,815
2018
$ 153,717
2018





$ 774,290
30,506
65
1,445
46,462
$ 852,768
$ 629,658
223,110
$ 852,768

(7) Employees’ compensation and directors’ remuneration

228

In accordance with the provisions of The Group’s Articles of Incorporation, The Group shall allocate its net profit before income tax as employees’ compensation and remuneration of directors at a rate of no less than 2% and no more than 2.24%. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018 have been approved by The Group’s board of directors on March 23, 2020 and March 25, 2019, respectively:

Estimated rate
Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
2019
2.69%
1.35%
2019
I
n
c
a
s
h
$ 21,483
10,781
2018
2.69%
1.35%
2018
I
n
c
a
s
h
$ 18,463
9,266

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.

The information of the employees’ compensation and remuneration of directors resolved by the board of directors for 2019 and 2018 are available on the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange.

(8) Foreign exchange gains and losses

oreign exchange gains and losses
Total foreign exchange gains
Total foreign exchange losses
Gains (losses), net
2019
$ 78,230
131,116)
$ 52,886)
2018

(
(

(
(
$ 128,743
209,788)
$ 81,045)

229

23. Income Tax

  • (1) Income tax recognized in profit or loss, the major components of income tax expense (profit) were as follows:
2019
2018
Current income tax expense
Current
tax
expense
recognized
in
the
current year
$ 159,725
$ 147,095
Income tax on
unappropriated
earnings
8,083
-
Income tax adjustments on
prior years

2,234

393
170,042
147,488
Deferred income tax expense
Current
tax
expense
recognized
in
the
current year
60,264
52,482
Changes in tax rates

5,848

26,990

66,112

79,472
Income
tax
expenses
recognized in profit or loss
$ 236,154
$ 226,960
reconciliation of accounting profit and current income tax expenses was as follows:
2019
2018
Income before tax
$ 858,581
$ 726,669
Income tax expense calculated
at the statutory rate
$ 225,857
$ 208,066
Unrecognized
deductible
temporary differences
417
(
1,699 )
Unrecognized
loss
carryforwards
(
384 )
5,511
Adjustments for prior year’s
current tax expense
2,234
393
Income tax on
unappropriated
earnings
8,083
-
Changes in tax rates
5,848
26,990
Others
(
5,901)
(
12,301)
Income
tax
expenses
recognized in profit or loss
$ 236,154
$ 226,960
2018
$ 726,669
$ 208,066
(
1,699 )
5,511
393
-
26,990
(
12,301)
$ 226,960

A reconciliation of accounting profit and current income tax expenses was as follows:

230

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings.

Seamax Manufacturing Pte., Ltd.(in Dongguan) and Global PMX Co., Ltd.(in Zhejiang), both are subsidiaries in Mainland China obtained favorable tax rate of 15% applicable to high-tech enterprises, while a tax rate of 25% would apply to other subsidiaries in Mainland China.

  • (2) Income tax recognized in other comprehensive income
2019 2018
Deferred income tax
Changes in tax rate $ - $ 3,043
Current tax expense recognized in
the current year
-Translation
of
foreign
operation 38,240 9,303
Income tax expenses recognized in
other
comprehensive
income $ 38,240 $ 12,346
rrent income tax assets and liabilities
December 31,2019 December 31,2018
Current income tax assets
Tax return receivable $ 18,185 $ 1,076
Current income tax liabilities
Income tax payable $ 67,715 $ 73,017
  • (3) Current income tax assets and liabilities

231

(4) Deferred income tax assets and liabilities

Movements of deferred tax assets and deferred tax liabilities:

2019

Deferred income tax assets
Temporary differences
Gains or losses on foreign
investment accounted
for
using
equity
method

Exchange
differences
resulting
from
translation of foreign
operation
Allowance for inventory
write-downs
Allowance for doubtful
accounts
Differences in useful lives
of depreciation
Differences arising from
unrealized profits or
losses


Deferred
income
tax
liabilities
Temporary differences
Gains or losses on foreign
investments accounted
for
using
equity
method

Differences
on
contribution of defined
benefit retirement plan
Differences arising from
unrealized profits or
losses

Balance at
J an u a ry1

$ 438
29,590
7,248
4,622
4,109

315

$ 46,322

$ 230,867

2,945

7,372

$ 241,184

Recognized
in Profit or
L
o
s
s
$ 728

-
(
3,274 )
(
2,027 )
(
13 )

7,245

$ 2,659

$ 69,584
(
1 )
(
812)

$ 68,771

Recognized
i n O t h e r
Comprehensi
ve Income
$ -

38,240

-

-

-

-

$ 38,240

$ -

-

-

$ -

Differences
A r i s i n g
F
r
o
m
C u r r e n c y
E x c h a nge
$ -

-
(
153 )
(
100 )
(
162 )

-

($ 415)

$ -

-
(
259)

($ 259)

Balance at
December 31

Balance at
December 31



























$ 1,166

67,830

3,821

2,495

3,934

7,560
$ 86,806
$ 300,451

2,944

6,301
$ 309,696

232

2018

2018
Deferred income tax assets
Temporary differences
Gains or losses on foreign
investment accounted
for
using
equity
method

Exchange
differences
resulting
from
translation of foreign
operation
Allowance for inventory
write-downs
Allowance for doubtful
accounts
Differences in useful lives
of depreciation
Differences arising from
unrealized profits or
losses


Deferred
income
tax
liabilities
Temporary differences
Gains or losses on foreign
investments accounted
for
using
equity
method

Differences
on
contribution of defined
benefit retirement plan
Differences arising from
unrealized profits or
losses

Balance at
J an u a ry1

$ 344
17,244
6,639
4,499
2,027

5,775

$ 36,528

$ 156,771

2,500

4,834

$ 164,105

Recognized
in Profit or
L
o
s
s
$ 94

-

738

205

2,158
(
5,455)

($ 2,260)

$ 74,096

445

2,671

$ 77,212

Recognized
i n O t h e r
Comprehensi
ve Income
$ -

12,346

-

-

-

-

$ 12,346

$ -

-

-

$ -

Differences
A r i s i n g
F
r
o
m
C u r r e n c y
E x c h a nge
$ -

-
(
129 )
(
82 )
(
76 )
(
5)

($ 292)

$ -

-
(
133)

($ 133)

Balance at
December 31












(
(























$ 438

29,590

7,248

4,622

4,109

315
$ 46,322
$ 230,867

2,945

7,372
$ 241,184

233

  • (5) Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
Loss carryforwards
Expiry in 2022
Expiry in 2023
Deductible temporary differences
Allowances
for
inventory
write-downs
Allowance
for
doubtful
accounts
Other book-tax differences
December 31,2019
$ 7,027

21,634
$ 28,661
$ 35,394
820

7,840
$ 44,054
December 31,2018
$ 9,008

21,634
$ 30,642
$ 35,107
1,150

6,839
$ 43,096
  • (6) Approval of income tax

The Group’s income tax has been approved by competent tax collection authorities to the year of 2017.

24. Earnings Per Share

Basic earnings per share
Generated from continuing
operations
Diluted earnings per share
Generated from continuing
operations
2019
$ 7.60
$ 6.99
Unit : NT$ Per Share
2018


$ 6.10
$ 5.69

The earnings and weighted average number of common shares outstanding used in the computation of earnings per share were as follows:

Net income for the year ended

Net income for the year ended
Profit attributable to ordinary
shareholders of the parent
Effects
of
potentially
dilutive
ordinary shares:
Interest
on
convertible
bonds after tax
Earnings used in the computation
of diluted earnings per share
2019
$ 622,427
10,362
$ 632,789
2018




$ 499,709
9,267
$ 508,976

234

Shares
Weighted average number of
ordinary
shares
used
in
computation of basic earnings
per share
Effects
of
potentially
dilutive
ordinary shares:
Convertible bonds
Employees’ compensation
Weighted average number of
ordinary shares used in the
computation of diluted earnings
per share
Unit: In
2019
81,934
8,380
160
90,474
Thousands of Shares
2018
Thousands of Shares
2018


81,934
7,368
195
89,497

If the consolidated company offered to settle compensation paid to employees in cash or shares, assumed the entire amount of the compensation will be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the shares have a dilutive effect. Such dilutive effect of the potential shares was included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

25. CASH FLOW INFORMATION

Non-cash transactions

The consolidated company obtained property、plant and equipment in faie value amount to NT$ 720,359 thousand, prepayments of equipments in amount to less NT$ 229,672 thousand, payments of equipments in amount to less NT$56,545 thousand, totally paid NT$ 547,232 thousand in 2019.( Note 11)

The consolidated company obtained property、plant and equipment in faie value amount to NT$ 1,258,071 thousand, prepayments of equipments in amount to less NT$ 188,367 thousand, payments of equipments in amount to less NT$123,172 thousand, totally paid NT$ 1,192,876 thousand in 2018.( Note 11)

26. Capital Risk Management

The consolidated company manages its capital to ensure that entities in The Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

235

The capital structure of the consolidated company consists of net debt (borrowings offset by cash and cash equivalents) and equity of the consolidated company (comprising issued share capital, capital reserves, retained earnings, and other equity). The consolidated company is not subject to any externally imposed capital requirements.

Management quarterly reviews the consolidated company’s capital structure and considers the costs and risks of different capital structures, and balances the consolidated company’s capital structure by paying dividends and issuing new shares, share repurchases, raising new debts or paying back old debts.

27. Financial Instruments

  • (1) Information on fair value Financial instruments that are not measured at fair value

When the carrying amounts of financial assets and financial liabilities that are not measured at fair value are so near their maturity or the future exit prices are equivalent to their fair values, management of the consolidated company believed that the carrying amounts approximate their fair values.

  • (2) Information on fair value Fair value of financial instruments that are measured at fair value on a recurring basis

  • Fair value hierarchy

December 31, 2019

L e v e l 1 L e v e l 2 L e v e l 3 T o t a l Financial assets at FVTPL Convertible bonds redemption rights $ - $ - $ 1,050 $ 1,050 December 31, 2018 L e v e l 1 L e v e l 2 L e v e l 3 T o t a l Financial assets at FVTPL Convertible bonds redemption rights $ - $ - $ 600 $ 600 There were no transfers between Level 1 and 2 for the years ended December 31, 2019 and 2018.

236

  1. Reconciliation of Level 3 fair value measurements of financial instruments

2019

2019
F i n a n c i a l
a s s e t s
Balance at January 1
New addition
Recognized in profit or loss(accounted
for as other profit or loss)
Balance at December 31
2018
F i n a n c i a l
a s s e t s
Balance at January 1
New addition
Recognized in profit or loss(accounted
for as other profit or loss)
Balance at December 31
A t F V T P L
D e r i v a t i v e s-
Convertible Bonds
Redemption Rights



A t
$ 600
-
450
$ 1,050
F V T P L
D e r i v a t i v e s-
Convertible Bonds
Redemption Rights

(
$ -
2,257

1,657)
$ 600
  1. Valuation techniques and assumptions used in Level 3 fair value measurement

Derivatives – convertible bond redemption, were determined using the binary tree pricing to convertible bond valuation model. A significant unobservable input would include stock price volatility. An increase in stock price volatility would result in an increase in fair value of the derivatives. The stock price volatility adopted on December 31, 2019 and 2018 were 44.61% and 48.5%.

If the following input values were changed to reflect a reasonably possible alternative hypothesis, when all other inputs remain unchanged, the amount of increase (decrease) in the fair value of the redemption right would be as follows:

Volatility
Increase 1%
Decrease 1%
December 31,2019
$ 10
($ -)
December 31,2018 December 31,2018

(

(
$ 10
$ 10)

237

  • (3) Categories of financial instruments

December 31, 2019 December 31, 2018

Financial assets At FVTPL Mandatorily at FVTPL $ 1,050 $ 600 Financial assets at amortized cost (Note 1) 4,057,558 2,865,280 Financial liabilities At amortized cost(Note 2) 5,390,764 4,591,203

Note 1:The balances included cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets and refundable deposits that are financial assets measured at amortized cost.

Note 2:The balances included current borrowings, accounts payable, other payables, bond payables, non-current portion of non-current borrowings and refundable deposits that are financial liabilities measured at amortized cost.

(4) Financial risk management objectives and policies

The consolidated company’s major financial instruments include accounts receivable, borrowings and bonds payable. Financial risks relating to the operations of the consolidated company include market risks (including currency risk and interest rate risk), credit risks and liquidity risks. The consolidated company is committed to ensure the sufficiency and cost efficiency of cash to meet operational needs. The consolidated company prudentially manages the currency risk, equity instrument price risk, credit risk and liquidity risk those relating to its operations, to avoid the potential downside effects on The Group’s financial performance derived from uncertainty of market.

Market risk

(1) Foreign currency risk

Sales and purchases denominated in foreign currencies undertook by the subsidiaries of The Group, had exposed The Group to foreign currency risk. A dedicated unit of consolidated company reviews assets and liabilities’ positions affected by currency exchanges on a regular basis, and adequate hedging instruments are used to manage risks arising from foreign currency fluctuations.

238

At the consolidated company balance sheet date, the carrying amounts of monetary assets and liabilities denominated in non-functional currency was as follow.

Assets
USD
Liabilities
USD
December 31,2019
$ 1,880,379
760,619
December 31,2018
$ 1,831,810
1,208,938

Sensitivity analysis

The consolidated company was mainly exposed to the U.S. dollar. The sensitivity analysis of a 1% increase and decrease in the functional currency against USD was the risk of change in foreign currency reported to internal key managerial personnel, it also represents the managerial personnel’s assessment in relation to reasonably possible change in foreign currency.

The sensitivity analysis includes carrying amounts of monetary assets and liabilities denominated in nonfunctional currency on balance sheet date, and the effect of a 1% increase or decrease in foreign currency at end of year. A positive number below indicates an increase in pre-tax profit associated with the U.S. dollar strengthening against the relevant currency while other conditions held constant.

Losses and gains 2019
$ 11,198
2018
$ 6,229

(2) Interest rate risk

Taking loans with floating interest rate had exposed the consolidated company to interest rate risk. The consolidated company adopted a policy of taking loans with floating interest rate as a means to mitigate risk arising from changes in interest rates. Therefore, the managerial personnel assessed that the effects of taking floating interest rate loans is not significant.

Interest rates applied over bank deposits the consolidated company held are relatively stable, therefore, revenue and operating cash flows of the consolidated company are not affected by changes in market rates.

Carrying amounts of financial assets and financial liabilities exposed to interest rate risk were as below:

239

Cash flow
interest rate risk
-Financial assets
-Financial liabilities
December 31,2019
$ 2,202,863
2,660,798
December 31,2018
$ 1,324,467
1,922,789

The sensitivity analysis described below was based on the non-derivative instruments exposed to interest rates risks at the end of the reporting period.

Sensitivity analysis

A 0.5% increase or decrease in interest rate is a reasonable risk assessment reported to managerial personnel. If all other conditions held constant and interest capitalization is not took into consideration, interest rates had increased by 0.5%, the consolidated company’s pretax profit for the years ended December 31, 2019 and 2018 would have decreased by $2,290 thousand and $2,992 thousand, respectively,

2. Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to The Group. As at the end of the reporting period, the consolidated company’s maximum exposure to credit risk which will cause a financial loss to the consolidated company due to failure of counterparties to discharge an obligation derived from accounts receivable. The consolidated company will review recoverable amounts of accounts receivable item-by-item to ensure the uncollectible accounts receivable been recognized as impairment loss as appropriate. Therefore, a significant credit risk is not expected to occur. Overdues and impairments are detailed in Note 8.

3. Liquidity risk

The consolidated company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance its operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensure compliance with loan covenants.

The consolidated company relies on bank borrowings as a significant source of liquidity. The Group’s unutilized overdraft and bank loan facilities amounted to NT$ 1,453,957 thousand, NT$ 2,577,772 thousand as of December 31, 2019 and 2018 respectively.

240

Liquidity and interest rate risks of non-derivative liabilities

An analysis of remaining contractual maturity of the non-derivative financial liabilities is prepared based on the undiscounted cash flow (including principal and estimated interest) of financial liabilities from the earliest date on which the consolidated company can be required to pay. Therefore, bank loans with repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To extent that interest flows are floating rate, the undiscounted amount was derived from the yield curve at the end of the reporting period.

December 31, 2019

Non-derivative
financial liabilities
Current
borrowings
Accounts payable
Other payables
Bonds payable
er 31, 2018
Non-derivative
financial liabilities
Current
borrowings
Accounts payable
Other payables
Non-current
portion
of
non-current
borrowings
Bonds payable
Weighted-
a v e r a g e
e f f e c t i v e
interest rate



1.64

-
-
0.073


Weighted-
a v e r a g e
e f f e c t i v e
interest rate



1.55

-
-
3.7
0.073

Less than 1
year
$ 2,660,798
435,161
809,088
-

$ 3,905,047

Less than 1
year
$ 1,830,644
344,918
850,728
-
-

$ 3,026,290
1-5 years

$ -

-

-
1,485,631

$ 1,485,631

1-5 years

$ -

-

-

95,554
1,472,679

$ 1,568,233
Over5 years












$ -

-

-
-
$ -
Over5 years












$ -

-

-

-
-
$ -

December 31, 2018

241

28. Related Parties Transaction

Transactions, balances, income and expenses between The Group and its subsidiaries, which are related parties of The Group, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the consolidated company and other related parties are disclosed below.

  • (1) Names and relationships of related parties

Related Party Name SIXXON PRECISION MACHINERY CO.,LTD. (henceforth referred to as「SIXXON」) SIXXON PRECISION MACHINERY CO.,LTD. (henceforth referred to as「SIXXON」) – GLOBAL THAIXON PRECISION INDUSTRY CO.,LTD.(henceforth referred to as「GT」)

Related Party Category Investor with significant influence Other related parties

Other related parties

  • (2) Operating revenue
Item
Related Party Category/
Name
2019
Sales revenue
Other related parties
$ 21,867
Purchase
Related PartyCategory/ Name
2019
SIXXON
$ 216,192
2019 2018
$ 31,477
2018
$ 159,619
  • (3) Purchase

  • (4) Receivables from related parties(excluding loans to related parties)

Item
Accounts receivable

Item
Other receivables

Related Party Category/
Name
SIXXON

GT


Related Party Category/
Name
SIXXON

GT

December 31,
2019
$ -


27

$ 27

December 31,
2019
$ 6,482


1,785

$ 8,267
December 31,
2018
December 31,
2018
$ 16,330

-
$ 16,330
December 31,
2018




$ 26
-
$ 26

242

  • (5) Payables to related parties(excluding borrowings from related parties)
Item
Accounts payable

Other payables
Related Party Category/
Name
SIXXON

SIXXON
December 31,
2019
$ 78,517

$ 348
December 31,
2018
December 31,
2018


$ 59,301
$ 12,438

Terms and conditions for sales and purchases of goods from related parties are the same as that of general transactions.

The outstanding accounts receivable from related parties and accounts payable to related parties are unsecured and are settled in cash. No guarantees are provided or received for accounts receivable from related parties, hence no bad debt expenses are recognized for years ended December 31, 2019 and 2018.

  • (6) Acquisitions of property, plant and equipment
Related Party Category/Name
Other related parties
Purchase Price Purchase Price Purchase Price
For the Year Ended December 31
2019 2018
$ -
$ 18,552
  • (7) Disposals of property, plant and equipment
Related Party Category/Name
Other related parties
Proceeds
For the Year Ended
December31
2019
2018
$ 8,656
$-
Proceeds
For the Year Ended
December31
2019
2018
$ 8,656
$-
Proceeds
For the Year Ended
December31
2019
2018
$ 8,656
$-
Gain (Loss) on
Disposal
Gain (Loss) on
Disposal
Gain (Loss) on
Disposal
For the Year Ended
December31
2019
$ 8,656
2019
($ 1,132 )
2018
$-
$-
  • (8) Lease arrangements - Group is lessee
Item
Rent expenses
Related Party Category/
Name
Investor
with
significant influence
2019
$ 180
2018
$ 180
  • (9) Lease arrangements - Group is lessor

The balance of operating lease receivables was as follows:

Item
Rent income
Related Party Category/
Name
SIXXON
2019
$ -
2018
$ 200

243

  • (10) Lease arrangements - Group is lessor
Item
Refundable
deposit

Item
Professional service
fees

Development
expenses
Related
Party
Category/Name
SIXXON

Related
Party
Category/Name
Other related parties

Other related parties
December 31,
2019
$ 200

2019
$ -

$ 3,344
December 31,
2018
December 31,
2018
$ 200
2018


$ 383
$ 1,209
  • (11) Transactions with other related parties
ransactions with other related parties
Short-term employee benefits
Post-employment benefits
2019
$ 28,626
223
$ 28,849
2018




$ 26,184
250
$ 26,434

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

29. Pledged Asset

The following assets were provided as collateral for bank borrowings, the guarantees of import and export, listed accounts and carrying values of the assets were provided as below:

Long-term lease prepayments
Buildings
Other financial assets
December 31,2019
$ -
-

23
$ 23
December 31,2018 December 31,2018





$ 7,950
142,935
23
$ 150,908

30. Significant Contingent Liabilities and Unrecognized Commitments:

Global PMX Co.,Ltd. (in Jiaxing),the consolidated company 's subsdiary,commited outsourcing engineering to build plants, the charge of contract in engineering designed and constructions in amount to NT$ 384,335 thousand (RMB 89,433 thousand), totally unpaid NT$ 228,367 thousand(RMB 53,140 thousand).

31. Significant Disaster Loss: None.

244

32. Significant Events after the Balance Sheet Dates:

The Group approved the resolution of SIXXON PRECISION MACHINERY CO., LTD. On September 30, 2019 by the board of directors.And on November 19, 2019, the shareholders' interim meeting approved the share conversion of SIXXON PRECISION MACHINERY CO., LTD. held by SIXXON PRECISION MACHINERY CO., LTD. This share conversion ratio is based on SIXXON PRECISION MACHINERY CO., LTD. for every 1.25 shares of common shares issued by The Group's 1 ordinary shares. The trading industry was approved by the Financial Supervisory Commission Republic of China on January 14, 2020. However, SIXXON PRECISION MACHINERY CO., LTD. is a foreign company, it is necessary to declare to the Investment Board, Ministry of Economic Affairs in accordance with relevant laws and regulations and approve it. The Group has obtained the Investment Board, Ministry of Economic Affairs approval letter on March 11, 2020, and the share conversion basic date was changed to April 13, 2020 by the board of directors on March 23, 2020.

33. Significant Assets and Liabilities Denominated in Foreign Currencies

The following information was a disclosure of the significant assets and liabilities denominated in foreign currencies other than the functional currencies of the group entities and the exchange rates used in translations between the foreign currencies and respective functional currencies.

December 31, 2019
Foreign currencyassets
Monetary items
USD

CNY

EUR

JPY

HKD

F o r e i g n
C u r r e n c y
$ 62,721

41,355

8,407

6,710

1,072

Exchange Rate
29.98

4.305
33.59
0.276
3.849

C a r r y i n g
A m o u n t
$ 1,880,379
178,034
282,401
1,852
4,125
Foreign currencyliabilities
USD

CNY

EUR

JPY

HKD
F o r e i g n
C u r r e n c y

$ 25,371

1,758

5,189

1,683,229

495
Exchange Rate
29.98

4.305
33.59
0.276
3.849

C a r r y i n g
A m o u n t
$ 760,619
7,567
174,311
464,571
1,905

245

December 31, 2018

Foreign currencyassets
Monetary items
USD

CNY

EUR

JPY

HKD


Foreign currencyliabilities
USD

EUR

JPY

HKD
F o r e i g n
C u r r e n c y
$ 59,639

31,368

4,950

2,467

1,008



39,360

4,923

1,692,238

591
Exchange Rate
30.715

4.472
35.2
0.2782
3.921
30.715

35.2
0.2782
3.921

C a r r y i n g
A m o u n t
$ 1,831,810
140,277
174,223
686
3,954
1,208,938
173,306
470,780
2,317

The consolidated company was exposed primarily to the exchange rates risks derived from translations among TWD, CNY and USD. The following information is a disclosure of the significant assets and liabilities denominated in foreign currencies other than the functional currencies of the group entities and the exchange rates used in translations between the foreign currencies and respective functional currencies. Profits or losses derived from exchanges among foreign currencies with significant influences were stated as below:

F u n c t i o n a l
C u r r e n c y
TWD

CNY

USD
2019 2018
T r a n s l a t i o n f r o m
Functional Currency to
the Presentation Currency
1(TWD:TWD)

4.4821(CNY:TWD)
30.912(USD:TWD)
N e t F o r e i g n
Exchange Gain or
L
o
s
s

T r a n s l a t i o n f r o m
Functional Currency to
the Presentation Currency
1(TWD:TWD)

4.5599(CNY:TWD)
30.149(USD:TWD)
N e t F o r e i g n
Exchange Gain or
L
o
s
s
(
(
(
(
$ 28,649 )


212 )


24,025)

$ 52,886)

(
(
(
$ 31,032

28,773 )

83,304)
$ 81,045)

34. Supplementary Disclosure

  • (1) Information on significant transactions and (2) information on investees:

  • Financing provided to others:(Table 1)

  • Endorsements/guarantees provided:(Table 2)

  • Marketable securities held at the end of reporting period: None.

246

  1. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: None

  2. Acquisition of individual real estate at costs of at least NT $300 million or 20% of the paid-in capital: None

  3. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None

  4. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 3)

  5. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 4)

  6. Trading in derivative instruments: None.

  7. Others: Intercompany relationships and significant intercompany transactions: (Table 5)

  8. Information on investees:(Table 6)

  9. (2) Information on investments in Mainland China:

  10. Information on any investee company in Mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment gains or losses, carrying amount of the investment at the end of the period, repatriated investment gains or losses, and limit on the amount of investment in the Mainland China area: (Table 7)

  11. Any of the significant transactions with investee companies in Mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: (Table 7)

    • (1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • (2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • (3) The amount of property transactions and the amount of the resultant gains or losses

247

  • (4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

  • (5) The maximum balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

  • (6) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

35. Segment Information

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on financial information on a per plant basis. As each plant shares similar economic characteristics, produces similar products by using similar production process and all of products produced are distributed and sold to the same level of customers through a central sales function, the group segments are aggregated into a single reportable segment. In addition, segment information and bases of measurement reported to the chief operating decision maker are consistent with those presented in the consolidated financial statements. The reportable segment revenues as of December 31, 2019 and 2018, and operating results and measured values of assets for the years ended December 31, 2019 and 2018 can be referred to the consolidated statements of comprehensive income for the years ended December 31, 2019 and 2018. The segment assets as of December 31, 2019 and 2018 can be referred to the consolidated balance sheets as of December 31, 2019 and 2018.

(1) Revenue from major products

The following is an analysis of the revenue from the major products of the units within the consolidated company to continue as a going concern:

Automobile
Electronics
Medical
Semiconductor
Others
2019
$ 3,585,934
652,533
682,695
77,169
15,767
$ 5,014,098
2018




$ 3,234,327
492,489
561,802
126,917
9,304
$ 4,424,839

248

(2) Geographic information

The consolidated company primarily operates in United States, Mainland China and Japan.

Revenue of the units within the consolidated company to continue as a going concern generated from external customers by location of operations and information about their non-current assets by location of assets are detailed below.

R evenue from External

Asia

North America
Europe

C
u
s
t
o
C
u
s
t
o
C
u
s
t
o
m
e
r
s
2018
$ 2,883,336

872,758
668,745

$ 4,424,839
N o n - C u r r e N o n - C u r r e n t A s s e t s
2019
$ 3,407,055

923,094
683,949

$ 5,014,098
December 31,
2018
$ 3,792,580

-
-

$ 3,792,580



December 31,
2017









$ 3,941,051

-
-
$ 3,941,051

Non-current assets excluded assets classified as financial instruments and deferred income tax assets.

  • (3) Information about major customers

Single customers who contributed 10% or more to the consolidated company’s revenue were as follows:

Customer T
Customer S
Customer C
Customer W
Customer D
Customer B
2019
$ 958,894
652,533
527,487
846,160
609,309
769,453
$ 4,363,836
2018




$ 702,679
492,489
445,337
809,281
287,919
862,209
$ 3,599,914

249

Global PMX Co., Ltd. and Subsidiaries

Financing Provided to Others For The Year Ended December 31, 2019

Table 1

Unit: Amounts in Thousands of New Taiwan Dollars

No. Financing Company Counter-Party Financial
Statement
Account
Related
Party

Maximum
Balance for the
Period

Ending
Balance
Amount
Actually
Drawn
Interest
Rate
Nature
for
Financing

Transaction
Amount
Reason
for
Short-Term
Financing

Allowance for
Bad Debt

Collateral
Item
Collateral
Value
Financing
Limit for Each
Borrowing
Company

Financing
Company’s
Total
Financing
Amount Limits

Note
1
2
3
GLOBAL
ADVANCE
TECHNOLOGY
LIMITED
Seamax
Manufacturing
Co.,Ltd.(in
Dongguan)
GLOBAL PMX CO.,
LTD.(in
Dongguan)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)


Other
receivables
from
related
parties


Other
receivables
from
related
parties


Other
receivables
from
related
parties

Yes

Yes
Yes
$ 1,871,602
210,691
211,569
$ 1,804,631

-

-
$ 1,519,821

-

-
2%~5%
-
-
Short-term
financing
needs
Short-term
financing
needs
Short-term
financing
needs
$ -
-
-
Operating
capital
Operating
capital
Operating
capital
$ -
-
-
-
-
-
$ -
-
-
$ 6,560,372

1,703,492
617,512
$ 6,560,372

1,703,492

617,512
Note 2
Note 3
Note 4

Note 1: The maximum financing amount provided by The Group is calculated as follows:

  • (1) Nature of financing attributed to business transaction, each separately financing amount shall not exceed amount of transactions between two parties, aggregate financing amount shall not exceed 20% of net worth of The Group for the period. Transaction amount refers to the higher of purchases or sales between two parties within the latest year. Nature for financing attributed to short-term financing needs, each separately financing amount shall not exceed 20% of net worth of The Group for the period, and aggregate financing amount shall not exceed 40% of net worth of The Group for the period.

  • (2) Foreign company loans between overseas companies in which The Group holds directly or indirectly 100% of the voting shares, and financing limits for each entity, as well as limits on aggregate financing amount shall not exceed 200% of net worth of the company’s lending fund. Maximum limit on financing shall not exceed 200% of net worth of the company’s lending fund..

  • Note 2: The total amount of GLOBAL ADVANCE TECHNOLOGY LIMITED available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$3,280,186 thousand multiplied by 200% equal to NT$6,560,372 thousand.

  • Note 3: The total amount of SEAMAX MANUFACTURING PTE., LTD.(in Dongguan) available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$851,746 thousand multiplied by 200% equal to NT$1,703,492 thousand.

  • Note 4: The total amount of GLOBAL PMX CO., LTD.(in Dongguan) available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$308,756 thousand multiplied by 200% equal to NT$617,512 thousand.Global PMX Co., Ltd. and Subsidiaries

250

Global PMX Co., Ltd. and Subsidiaries Endorsements/Guarantees Provided For the Year Ended December 31, 2019

Table 2

Unit: Amounts in Thousands of New Taiwan Dollars

No. Endorsement/
Guarantee Provider
Endorsee/Guarantee Endorsee/Guarantee Limits
on
Endorsement/
Guarantee
Amount
Provided to Each
Guaranteed Party



Maximum
Balance for the
Period

Ending Balance
Amount Actually
Drawn

Amount
Of
Endorsement/
Guarantee
Collateralized by
Properties


Ratio
of
Accumulated
Endorsement/Gu
arantee to Net
Equity Per Latest
Financial
Statements(%)




Maximum
Endorsement/
Guarantee
Amount
Allowable
Guarantee
Provided
by
Parent
Company

Guarantee
Provided by A
Subsidiary

Guarantee
Provided
to
Subsidiaries in
Mainland
China


Note
Name Nature
of
Relationship
0
0
0
GLOBAL
PMX
CO., LTD.
GLOBAL
PMX
CO., LTD.
GLOBAL
PMX
CO., LTD.

FORTUNE
TOWER
HOLDING CO., LTD

SEAMAX
MANUFACTURING
PTE. LIMITED

GLOBAL
ADVANCE
TECHNOLOGY
LIMITED

Subsidiary
A subsidiary
directly
holding over
50% of the
common
shares.

A subsidiary
directly
holding over
50% of the
common
shares.
$ 4,978,109


4,978,109


4,978,109
$ 31,600

266,815

3,133,875
$ 29,980

254,830

3,080,445
$ 29,980

239,840

1,106,446
$ -

-

-
0.96
8.19
99.01
$ 6,222,636
6,222,636
,
6,222,636
Y
Y
Y
N
N
N
N
N
N
Note 1
Note 1
Note 1

Note 1: According to The Group’s operational procedures for endorsement/guarantee provided to others, the calculation for endorsement/guarantee limits is as below:

(1) The Group’s aggregate amount of endorsement/ guarantee provided to others shall not exceed 200% of net worth of The Group for the period. Accumulated amount of endorsement/guarantee provided to a single entity shall not exceed 160% of net worth of The Group. If an endorsement/guarantee provided to a single entity is made due to needs arising from business transactions, in addition to aforementioned requirements, amount of endorsement/guarantee provided shall not exceed total transaction amount with The Group for latest fiscal year (the higher of purchases or sales between two parties)

(2) Pursuant to requirements mentioned above, ceilings on endorsement/guarantee provided to others equals to net worth of The Group computed as NT$3,111,318 thousand multiplied by 200% equals 6,222,636 thousand, and ceilings on endorsement/guarantee provided to a single entity are equivalent to net worth of The Group computed as NT$3,111,318 thousand multiplied by 160% equals to NT$ 4,978,109 thousand.

251

Global PMX Co., Ltd. and Subsidiaries Total Purchases From or Sales to Related Parties Amounting to At Least NT$100 Million or 20% of the Paid-In Capital For The Year Ended December 31, 2019

Table 3

Unit: Amounts in Thousands of New Taiwan Dollars

Purchase (Sales) Company
Related Party
Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Receivable
(Payable)Purchase
Notes/Accounts Receivable
(Payable)Purchase
Note
Purchase/Sales
Amount
% to Total Payment Terms Unit Price Payment Terms EndingBalance % to Total
SEAMAX
INTERNATIONAL
LTD.
SEAMAX
INTERNATIONAL
LTD.
ACE
PLUS
TECHNOLOGY
LIMITED
SEAMAX
MANUFACTURING
PTE., LTD.
(in Dongguan)
SEAMAX
MANUFACTURING
PTE., LTD.
(in Dongguan)
GLOBAL
PMX
CO.,
LTD.
(in Zhejiang)
GLOBAL
PMX
CO.,
LTD.
GLOBAL
PMX
CO.,
LTD. (in Zhejiang)

GLOBAL
PMX
CO.,
LTD.
SEAMAX
INTERNATIONAL
LTD.
ACE
PLUS
TECHNOLOGY
LIMITED

SEAMAX
INTERNATIONAL
LTD.

Parent
and
subsidiary

The same ultimate
parent company

Parent
and
subsidiary
The same ultimate
parent company

The same ultimate
parent company
The same ultimate
parent company

Sale

Sale

Sale

Sale

Sale

Sale
1,115,985
234,075
519,097
283,656
519,872
834,190

83%

17%

100%

28%

51%

26%
90 days after
monthly closing
90 days after
monthly closing
90 days after
monthly closing
90 days after
monthly closing
90 days after
monthly closing
90 days after
monthly closing
-
-
-
-
-
-
-
-
-
-
-
-
Accounts
receivable
213,029
Accounts
receivable
222,428
Accounts
receivable
258,728
Accounts
receivable
115,241
Accounts
receivable
258,728
Accounts
receivable
66,764
49%
52%
100%
25%
56%
6%

Note: Long-term equity investment attributable to consolidated entity accounted for by using equity method has been reconciled and offset.

252

Global PMX Co., Ltd. and Subsidiaries Receivables from Related Parties Amounting to At Least NT$100 Million or 20% of the Paid-In Capital December 31, 2019

Table 4

Unit: Amounts in Thousands of New Taiwan Dollars

Table 4 Unit: A Unit: A mounts in Thousands o f New Taiwan Dollars
Company Name Related Party Nature of
Relationships
Balance of
Accounts
Receivable from
Related Parties
Turnover Ratio Overdue Receivable-Related Parties Amount Received
in Subsequent
Period
Allowance for Bad
Debt
Amount Action Taken
GLOBAL PMX CO., LTD.
SEAMAX INTERNATIONAL
LTD.
SEAMAX INTERNATIONAL
LTD.
ACE PLUS TECHNOLOGY
LIMITED
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)
GLOBAL
ADVANCE
TECHNOLOGY LIMITED
SEAMAX INTERNATIONAL
LTD.

GLOBAL PMX CO., LTD.

GLOBAL
PMX
CO.,
LTD.(in Zhejiang)

GLOBAL PMX CO., LTD.
SEAMAX INTERNATIONAL
LTD.
ACE PLUS TECHNOLOGY
LIMITED

GLOBAL
PMX
CO.,
LTD.(in Zhejiang)

Parent
and
subsidiary
Parent
and
subsidiary

The same ultimate
parent company
Parent
and
subsidiary

The same ultimate
parent company

The same ultimate
parent company

Parent
and
subsidiary

$ 224,233

213,029

222,428

258,728

115,241

258,728

1,594,013
0.49 times/
year
4.96 times/
year
0.49 times/
year
2.38 times/
year
1.92 times/
year
2.38 times/
year
Note 2
$ -
-
-
-
-
-
-






$ 36,919
122,175
35,113
99,741
24,513
54,308
-
$ -
-
-
-
-
-
-

Note 1:Long-term equity investment attributable to consolidated entity accounted for by using equity method has been reconciled and offset. Note 2:The calculation of turnover ratio excludes other receivables.

253

Global PMX Co., Ltd. and Subsidiaries Intercompany Relationships and Significant Intercompany Transactions For the Year Ended December 31, 2019

Table 5

Unit: Amounts in Thousands of New Taiwan Dollars

No.
(Note 1)
Company Name Counterparty Relationship
(Note 2)
Transaction Details
Listed Account Amount Payment Term Percentage to
Consolidated Total
Revenue or Total
Assets
(Note 3)
0
0
0
0
0
1
1
1
1
1
1
2
2
3
4
4
GLOBAL PMX CO., LTD
GLOBAL PMX CO., LTD
GLOBAL PMX CO., LTD
GLOBAL PMX CO., LTD
GLOBAL PMX CO., LTD
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
ACE PLUS TECHNOLOGY LIMITED
ACE PLUS TECHNOLOGY LIMITED
GLOBAL ADVANCE TECHNOLOGY
LIMITED
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
SEAMAX INTERNATIONAL LTD.
ACE PLUS TECHNOLOGY LIMITED
ACE PLUS TECHNOLOGY LIMITED
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)
GLOBAL PMX CO., LTD.(in Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)
SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)

GLOBAL
PMX
CO.,
LTD.(in
Zhejiang)

SEAMAX
MANUFACTURING
PTE., LTD.(in Dongguan)

SEAMAX
MANUFACTURING
PTE.,LTD.(in Dongguan)
1
1
1
1
1

3

3
3

3

3

3

3

3

1

3

3
Accounts receivable(payable)
Accounts payable(receivable)
Purchase(sales)
Accounts payable(receivable)
Purchases(sales)
Accounts payable(receivable)
Purchases(sales)
Accounts receivable(payable)
Accounts payable(receivable)
Sales(Purchases)
Purchases(sales)
Accounts payable(receivable)
Purchases(sales)
Other receivables(payables)
Accounts payable(receivable)
Purchases(sales)
$ 224,233
213,029
1,115,985
258,728
519,097
115,241
283,656
222,428
66,764
234,075
834,190
258,728
519,872
1,594,013
11,653
23,725
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
3
2
22
3
10
1
6
3
1
5
17
3
10
18
-
-
  • Note 1: Parties to the intercompany transactions are identified and numbered as follows:

  • (1) Number 0 represents the parent company.

  • (2) Subsidiaries are numbered in an order starting from 1.

Note 2: Relationship with counterparty is classified into the following three categories, fill in the number of category each case belongs to:

  • (1) Parent company to subsidiary

  • (2) Subsidiary to parent company

  • (3) Subsidiary to subsidiary

254

  • Note 3: In regarding to percentage of transaction amount to consolidated total operating revenues or total assets, provided that account attributable to assets and liabilities, it is computed based on period-end balance of transaction to consolidated total assets. For account attributable to income and expenses, it is computed based on accumulated transaction amount for the period to consolidated total operating revenues.

Note 4: Similar transactions are not available. The payment terms are subject to mutual agreements based on operation needs. Note 5: Transactions mentioned above are offset in consolidated financial statements.

255

Global PMX Co., Ltd. and Subsidiaries Name, Location and Other Related Information of Investees For the Year Ended December 31, 2019

Table 6

Unit: Amounts in Thousands of New Taiwan Dollars

Investor Company Investee Company Location Primary Business
Activities
Original Investment Amount Original Investment Amount Shares Held as of December 31,2019 Shares Held as of December 31,2019 Shares Held as of December 31,2019 Net Income (Loss)
of Investee for the
Period
Investment Income
(Loss) Recognized
by The Group for
the Period
Note
December 31, 2019 December 31, 2018 Share Percentage
(%)
Carrying Amount
GLOBAL PMX CO.,
LTD.
GLOBAL PMX CO.,
LTD.
GLOBAL PMX CO.,
LTD.
FORTUNE
TOWER
HOLDING CO., LTD.
FORTUNE
TOWER
HOLDING CO., LTD.
FORTUNE
TOWER
HOLDING CO., LTD.
FORTUNE
TOWER
HOLDING CO., LTD
SEAMAX
INTERNATIONAL LTD.
ACE PLUS TECHNOLOGY
LIMITED

SEAMAX
MANUFACTURING PTE.
LIMITED

GLOBAL WIN LIMITED

GLOBAL
ADVANCE
TECHNOLOGY LIMITED

TMF
Chambers,P.O.
Box
3269,
Apia,
Samoa
Offshore
Chambers
,P.O.Box
217,Apia, Samoa

Offshore
Chambers
,P.O.Box
217,Apia, Samoa

1004AXA Centre, 151
Gloucester
Road,
Wan
Chai,
Hong
Kong
Offshore
Chambers
,P.O.Box
217,Apia, Samoa


Offshore
Chambers
,P.O.Box
217,Apia, Samoa


General investment

Import and export
of goods

Import and export
of goods



General investment

General investment

General investment
$ 2,990,017

28,995

1,564

363,000

364,103

2,235,534
$ 2,681,767
28,995
1,564
363,000
364,103
1,927,104
100,750
1,000
50
12,200
10,000
72,750
100.00
100.00
100.00
100.00
100.00
100.00
$ 4,145,933
30,562
1,356
609,486
345,130
3,280,186
$ 347,859
60
(
43 )
94,961
2,884
264,947
$ 344,261
60
(
43 )
94,961
2,884
264,947

Note: Long-term equity investment attributable to consolidated entity accounted for by using equity method has been reconciled and offset.

256

Information on Investments in Mainland China

For the Year Ended on December 31, 2019

Unit: Amounts in Thousands of New Taiwan Dollars

Global PMX Co., Ltd. and Subsidiaries

Table 7

  1. The investee company in Mainland China, primary business activities, paid-in capital, method of investment, remittance of funds, ownership of investment, investment gain or loss, carrying amount of the investment, and accumulated repatriation of investment:
Investee company in
Mainland China
Primary Business Activities Paid-In Capital
Method of
Investmen
t
(Note 1)


Accumulated
Outward
Remittance for
Investment
from Taiwan
as of January
1, 2018
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment
From Taiwan
as of
December 31,
2018

Net Income of
the Investee
for the Period
%
Ownership
of Direct or
Indirect
Investment

Investment
Gain or Loss
for the Period
(Note 2)
Carrying
Amount as of
December 31,
2018
Accumulated
Repatriation of
Investment
Income as of
December 31,
2018

Note

Outward
Inward
SEAMAX
MANUFACTURING
PTE., LTD.
(in Dongguan)
GLOBAL PMX CO.,
LTD.
(in Dongguan)
GLOBAL PMX CO.,
LTD.
(in Zhejiang)
Productions and sales of
hard-discs,
industrial
control components, fine
blanking
die,
standard
parts
for
die
sets,
advanced
hardware,
advanced
construction
hardware,
plumbing
equipment and hardware,
new
electronic
components,
key
auto
parts, anti-lock braking
system.

Production and sales of hard
disc drive, new electronic
components,
plumbing
equipment and hardware,
key auto parts, anti-lock
braking system.

Development,
research,
production and sales of
various
large
capacity
optical
disc/hard
disc
drivers
and
parts,
semiconductor
devices,
new
electronic
components,
digital
cameras, precise online
measuring
instruments,
fine blanking die, standard
parts for die sets, and
precise
medical
equipment, precise auto
parts.












$ 359,046





294,300














1,459,120
2
2
2
$ 363,000
364,103
1,055,339
$ -

-

-
$ -

-

-
$ 363,000

364,103
1,055,339
$ 102,592

1,536

274,635
100.00
100.00
100.00
$ 102,592

1,536

274,635
$ 851,746

308,756
2,628,215
$ -

26,252

-


257

GLOBAL PMX CO., Development, research, 600,700 2 292,450 308,250 - 600,700 2,610 100.00 2,610 570,481 LTD. production and sales of (in Jiaxing) auto parts, general components, Class 1 medical equipment, computer software/hardware, R&D of electronic components

Note 1: Methods of investment are classified into following three categories:

  1. Direct investment in Mainland China

  2. The Group invested in a company located in Mainland China indirectly through an existing company in the third country.

  3. Others

Note 2: Investment income or loss mentioned above is recognized based on the financial statements of the parent company in Taiwan which were reviewed by its independent accountants for the correspounding periods.

2. Limit on investments in Mainland China

Accumulated Outward Investment Amount Upper Limit on the Amount Remittance for Investment A u t h o r i z e d b y of Investment Stipulated by C o m p a n y N a m e in Mainland China as of I n v e s t m e n t Investment Commission, D e c e m b e r 3 1 , 2 0 1 9 C o m m i s s i o n M O E A Global PMX Co., Ltd. $ 2,383,142 $ 3,312,578 $ - (Note)

Note:According to “Regulations screening of application to engage in technical cooperation in Mainland China”, The Group obtained the approval from the Industrial Development Bureau of Ministry of Economics Affairs issued to

Headquarters on October 24 2017, and effective on October 19, 2017, so the amount The Group invested in Mainland China is not subject to the upper limit on the amount investment stipulated by investment commission, MOEA.

  1. Investee companies in Mainland China endorsed/guaranteed or provided collaterals by entities located in third area: None.

  2. Financing provided to or from investee companies in Mainland China directly and indirectly through third area: Please refer to Table 1 for more information.

  3. Other transactions incurred significant impacts on profit or loss for the period or financial position for the period: None

258

Attachment 2: Financial Statement for the Most Recent Fiscal Year, including an Auditor’s Report Prepared by a Certified Public Account

Independent Auditors’ Report

The Board of Directors and Shareholders

Global PMX Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Global PMX Co., Ltd. (the ‘Company’), which comprise the parent company only balance sheets as of December 31, 2019 and 2018, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements (including a summary of significant accounting policies).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flow for years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

259

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Global PMX Co., Ltd. for the year of 2019. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year of 2019 are stated as follows:

Revenue Recognition

The Company’s sales of automotive parts in year of 2019 amounted for approximately 44% of total revenue. Based on the significant and Statements on Auditing Standards presupposes revenue recognition as a significant risk. We believe that the impact of the sales revenue recognition of automotive parts if actually realized on the financial statements is significant, it has been identified as a key audit matter. Please refer to Notes 4 (11) to the financial statements for the details of the information about the accounting policy for recognizing revenue.

Our key audit procedures performed in respect of the above area included the following:

  1. Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from specific sales customer.

  2. Sampled and inspected the receivable records of the specific sales customer aforementioned, select the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.

  3. Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

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

260

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 Parent Company Only Financial

Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China, will always detected a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty existed

261

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

  1. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statement 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 the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

*** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.**

The engagement partners on the audit resulting in this independent auditors’ report are Weng, Roy and Kuo, Frida N.

Reference number of the FSC approval letter,

262

Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission

Deloitte & Touche

Taipei, Taiwan

Republic of China

March 23, 2020

263

Global PMX Co., Ltd.

Parent Company Only Balance Sheet As of December 31, 2019 and 2018

Code

1100
1170
1180
1200
1210
130X
1410
1470
11XX

1510
1550
1600
1801
1840
1920
15XX
1XXX
Code

2100
2170
2180
2219
2220
2230
2399
21XX

2530
2640
2570
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
Assets
Current assets
Cash and cash equivalents (Note 6)
Accounts receivable (Note 8)
Accounts receivable due from related parties (Note 8 and 27)
Other receivables (Note 8)
Other receivables due from related parties (Note 8 and 27)
Current inventories (Note 9)
Prepayments (Note 14)
Other current assets (Note 14 and 28)
Total current assets
Non-current assets
Non-current financial assets at fair value through profit or
loss (Note 7)
Investments accounted for using equity method (Notes 10)
Property, plant and equipment (Notes 11)
Computer software net (Note 13)
Deferred tax assets (Note 23)
Guarantee deposits paid (Note 27)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Current borrowings (Notes 15)
Accounts payable (Note 17)
Accounts payable to related parties (Note 17 and 27)
Other payables (Note 18)
Other payables to related parties (Note 18 and 27)
Current tax liabilities (Notes 23)
Other current liabilities (Note 18)
Total current liabilities
Non-current liabilities
Bonds payable (Note 16)
Net defined benefit liability, non-current (Note 19)
Deferred tax liabilities (Note 23)
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (Note 20)
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Total retained earnings
Other equity interest
Total equity
Total liabilities and equity
In Thousands of New Taiwan Dollars
December 31,2019
December 31,2018
Amount

Amount

$ 1,128,533
18
$ 832,480
14
667,356
10
591,065
10
224,233
4
754,098
12
14,021
-
2,176
-
137
-
26
-
89,039
1
58,952
1
8,476
-
53,197
1
28,190

1
3,699

-
2,159,985
34
2,295,693
38
1,050
-
600
-
4,177,851
65
3,716,521
61
23,897
-
24,130
-
160
-
38
-
76,557
1
30,085
1
359

-
359

-
4,279,874
66
3,771,733
62
$ 6,439,859
100
$ 6,067,426
100
$ 808,000
13
$ 808,000
13
23,901
-
33,080
1
550,261
9
474,325
8
81,860
1
77,819
1
348
-
12,438
-
66,244
1
49,323
1

3,476

-

4,686

-
1,534,090
24
1,459,671
24
1,485,631
23
1,472,679
24
5,425
-
4,775
-

303,395

5

233,812

4
1,794,451
28
1,711,266
28
3,328,541
52
3,170,937
52

819,340
13

819,340
14
1,107,664
17
1,107,664
18
267,650
4
217,679
4
118,410
2
84,243
1
1,069,622
16

785,973
13
1,455,682
22
1,087,895
18
(
271,368)
(4)
(
118,410)
(
2)
3,111,318
48
2,896,489
48
$ 6,439,859
100
$ 6,067,426
100
In Thousands of New Taiwan Dollars
December 31,2019
December 31,2018
Amount

Amount

$ 1,128,533
18
$ 832,480
14
667,356
10
591,065
10
224,233
4
754,098
12
14,021
-
2,176
-
137
-
26
-
89,039
1
58,952
1
8,476
-
53,197
1
28,190

1
3,699

-
2,159,985
34
2,295,693
38
1,050
-
600
-
4,177,851
65
3,716,521
61
23,897
-
24,130
-
160
-
38
-
76,557
1
30,085
1
359

-
359

-
4,279,874
66
3,771,733
62
$ 6,439,859
100
$ 6,067,426
100
$ 808,000
13
$ 808,000
13
23,901
-
33,080
1
550,261
9
474,325
8
81,860
1
77,819
1
348
-
12,438
-
66,244
1
49,323
1

3,476

-

4,686

-
1,534,090
24
1,459,671
24
1,485,631
23
1,472,679
24
5,425
-
4,775
-

303,395

5

233,812

4
1,794,451
28
1,711,266
28
3,328,541
52
3,170,937
52

819,340
13

819,340
14
1,107,664
17
1,107,664
18
267,650
4
217,679
4
118,410
2
84,243
1
1,069,622
16

785,973
13
1,455,682
22
1,087,895
18
(
271,368)
(4)
(
118,410)
(
2)
3,111,318
48
2,896,489
48
$ 6,439,859
100
$ 6,067,426
100
In Thousands of New Taiwan Dollars
December 31,2019
December 31,2018
Amount

Amount

$ 1,128,533
18
$ 832,480
14
667,356
10
591,065
10
224,233
4
754,098
12
14,021
-
2,176
-
137
-
26
-
89,039
1
58,952
1
8,476
-
53,197
1
28,190

1
3,699

-
2,159,985
34
2,295,693
38
1,050
-
600
-
4,177,851
65
3,716,521
61
23,897
-
24,130
-
160
-
38
-
76,557
1
30,085
1
359

-
359

-
4,279,874
66
3,771,733
62
$ 6,439,859
100
$ 6,067,426
100
$ 808,000
13
$ 808,000
13
23,901
-
33,080
1
550,261
9
474,325
8
81,860
1
77,819
1
348
-
12,438
-
66,244
1
49,323
1

3,476

-

4,686

-
1,534,090
24
1,459,671
24
1,485,631
23
1,472,679
24
5,425
-
4,775
-

303,395

5

233,812

4
1,794,451
28
1,711,266
28
3,328,541
52
3,170,937
52

819,340
13

819,340
14
1,107,664
17
1,107,664
18
267,650
4
217,679
4
118,410
2
84,243
1
1,069,622
16

785,973
13
1,455,682
22
1,087,895
18
(
271,368)
(4)
(
118,410)
(
2)
3,111,318
48
2,896,489
48
$ 6,439,859
100
$ 6,067,426
100
In Thousands of New Taiwan Dollars
December 31,2019
December 31,2018
Amount

Amount

$ 1,128,533
18
$ 832,480
14
667,356
10
591,065
10
224,233
4
754,098
12
14,021
-
2,176
-
137
-
26
-
89,039
1
58,952
1
8,476
-
53,197
1
28,190

1
3,699

-
2,159,985
34
2,295,693
38
1,050
-
600
-
4,177,851
65
3,716,521
61
23,897
-
24,130
-
160
-
38
-
76,557
1
30,085
1
359

-
359

-
4,279,874
66
3,771,733
62
$ 6,439,859
100
$ 6,067,426
100
$ 808,000
13
$ 808,000
13
23,901
-
33,080
1
550,261
9
474,325
8
81,860
1
77,819
1
348
-
12,438
-
66,244
1
49,323
1

3,476

-

4,686

-
1,534,090
24
1,459,671
24
1,485,631
23
1,472,679
24
5,425
-
4,775
-

303,395

5

233,812

4
1,794,451
28
1,711,266
28
3,328,541
52
3,170,937
52

819,340
13

819,340
14
1,107,664
17
1,107,664
18
267,650
4
217,679
4
118,410
2
84,243
1
1,069,622
16

785,973
13
1,455,682
22
1,087,895
18
(
271,368)
(4)
(
118,410)
(
2)
3,111,318
48
2,896,489
48
$ 6,439,859
100
$ 6,067,426
100
Amount
$ 1,128,533

667,356

224,233
14,021
137
89,039
8,476
28,190

2,159,985

1,050
4,177,851

23,897
160
76,557
359

4,279,874

$ 6,439,859

$ 808,000

23,901
550,261
81,860
348
66,244

3,476

1,534,090

1,485,631

5,425

303,395

1,794,451

3,328,541


819,340

1,107,664

267,650
118,410
1,069,622

1,455,682

(
271,368)

3,111,318

$ 6,439,859
Amount
$ 832,480

591,065

754,098

2,176
26
58,952
53,197
3,699

2,295,693

600
3,716,521

24,130
38
30,085
359

3,771,733

$ 6,067,426

$ 808,000

33,080
474,325
77,819
12,438
49,323

4,686

1,459,671

1,472,679

4,775

233,812

1,711,266

3,170,937


819,340

1,107,664

217,679
84,243

785,973

1,087,895

(
118,410)

2,896,489

$ 6,067,426
14
10
12
-
-
1
1

-
38
-
61
-
-
1

-
62
100
13
1
8
1
-
1

-
24
24
-

4
28
52
14
18
4
1
13
18
(
2)
48
100












(













(

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

264

Global PMX Co., Ltd.

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2019 and 2018

In Thousands of New Taiwan Dollars, Except Earnings Per Share

Code
Operating revenue
(Note 21 and 27)
4100
Sales revenue

4110
Sales revenue

4170
Sales returns

4190
Sales
discounts
and
allowances
4000
Total Operating revenue

5000
Operating costs
(Note 9, 22 and 27)

5900
Gross profit from operations


Operating expenses
(Note 22 and 27)
6100
Selling expenses

6200
Administrative expenses
6300
Research and
development expenses
6450
Impairment gain and
reversal of impairment
loss determined in
accordance with IFRS 9
6000
Total operating
expenses

6900
Net operating income


Non-operating income and
expenses (Note 22 and 27)
7190
Other income

7020
Other gains and losses

7050
Finance costs

7070
Share of Profit (loss) of
Associates
&
Joint
Ventures Accounted for
Using Equity Method
7000
Total non-operating
income and expenses
2019
101
(
1 )

-

100
(74)

26

(
2 )
(
3 )
(
1 )

-

(
6)

19

1
(
1 )
(
1 )
14

13
2018
Amount

$ 2,437,888

(
19,433 )
(
3,602)

2,414,853


(1,791,144)



623,709


(
32,843 )
(
78,108 )
(
28,596 )

5,001

(
134,546)



489,163



6,295
(
28,199 )
(
20,548 )

344,278


301,826
Amount
$ 2,333,275

(
7,101 )
(
4,169)

2,322,005

(1,755,150)


566,855

(
47,025 )
(
91,331 )
(
17,474 )

169

(
155,661)


411,194


4,450

29,374
(
16,078 )

231,984


249,730
100

-

-
100
(76)
24
(
2 )
(
4 )
(
1 )

-
(
7)
17
-
1

-
10
11

(continued on next page)

265

(continued)

(continued)
Code
7900
Profit from continuing
operations before tax
7950
Income tax expenses
(Note 23)
8200
Profit

Other comprehensive income
8310
Components
of
other
comprehensive income
that
will
not
be
reclassified to profit or
loss:
8311
Gains
(losses)
on
remeasurements
of
defined benefit plans
8360
Components
of
other
comprehensive income
that may be reclassified
subsequently to profit or
loss:
8361
Exchange
differences
on translation
8300
Total
other
comprehensive
income
8500
Total comprehensive income
Earnings per share (Note 24)
From
continuing
operations
9710
Basic

9810
Diluted
2019
33

7)

26

-

7)


7)

19


2018
Amount
$ 660,924


161,215)

499,709


85

34,167)


34,082)

$ 465,627

$ 6.10
$ 5.69

(

(
(

(


(
(



(

(
(
28

7)
21
-

1)

1)
20

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

266

Global PMX Co., Ltd. Parent Company Only Statement of Changes in Equity For the Years Ended December 31, 2019 and 2018

Code
A1
Balance, January 1, 2018
Other changes in capital surplus:
C5
Due to recognition of equity components
of convertible bonds issued

Appropriation of 2017 earnings
B1
Legal reserve appropriated
Appropriation of 2017 earnings
B3
Special reserve appropriated
B5
Cash dividends of ordinary share

D1
NetProfit for 2018

D3
Other comprehensive income(loss) for
2018 after tax


D5
Total comprehensive income(loss) for
2018

Z1
Balance, December 31, 2018


Appropriation of 2018 earnings
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share

D1
Net Profit for 2019

D3
Other comprehensive income(loss) for
2019 after tax


D5
Total comprehensive income(loss) for
2019

Z1
Balance, December 31, 2019
Share Capital
Shares (In
Thousands)
Amount
81,934
819,340


-
-
-
-
-
-
-
-
-
-
-

-

-

-

81,934
819,340

-
-
-
-
-
-
-
-
-

-

-

-

81,934
$ 819,340
Share Capital
Shares (In
Thousands)
Amount
81,934
819,340


-
-
-
-
-
-
-
-
-
-
-

-

-

-

81,934
819,340

-
-
-
-
-
-
-
-
-

-

-

-

81,934
$ 819,340
Capital Surplus
1,064,002
43,662
-
-
-
-

-


-

1,107,664
-
-
-
-

-


-

$ 1,107,664
Retained Earnings Unappropriated
Retained Earnings
886,360

-
(
59,967 )
(
19,933 )
(
520,281 )
499,709

85


499,794

785,973

(
49,971 )
(
34,167 )
(
253,995 )
622,427
(
645)


621,782

$ 1,069,622
In Thousands of New Taiwan Dollars
Other Equity
Interest
Exchange
Differences on
Translation of
Foreign Financial
Statements
Total Equity
(
84,243 )
2,907,481
-
43,662
-
-
-
-
-
(
520,281 )
499,709
(
34,167)
(
34,082)
(
34,167)

465,627
(
118,410 )
2,896,489
-
-
-
-
-
(
253,995 )
-
622,427
(
152,958)
(
153,603)
(
152,958)

468,824
($ 271,368)
$ 3,111,318
Exchange
Differences on
Translation of
Foreign Financial
Statements
(
84,243 )

-
-
-
-

(
34,167)

(
34,167)

(
118,410 )

-
-
-

-
(
152,958)

(
152,958)

($ 271,368)
Shares (In
Thousands)
81,934

-
-
-
-
-
-

-

81,934
-
-
-
-
-

-

81,934
Legal Reserve

157,712
-
59,967
-
-
-
-

-

217,679
49,971
-
-
-
-

-

$ 267,650
Special Reserve
64,310
-
-

19,933

-

-

-


-

84,243
-

34,167

-

-

-


-

$ 118,410























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

267

Global PMX Co., Ltd.

Parent Company Only Statements of Cash Flows For the Year Ended December 31, 2019 and 2018

Code
Cash flows from (used in) operating activities

A10000
Profit (loss) before tax
A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit loss (gain)
A20400
Net loss (gain) on financial assets or
liabilities at fair value through profit or
loss
A20900
Finance cost
A21200
Interest income
A22400
Share of loss (profit) of Associates &
Joint Ventures Accounted for Using
Equity Method
A30000
Changes in operating assets and liabilities,
net
A31150
Decrease (increase) in accounts
receivable
A31180
Decrease (increase) in other receivable
A31200
Decrease (increase) in inventories
A31230
Decrease (increase) in prepayment
A31240
Decrease (increase) in other current
assets
A32150
Increase (decrease) in accounts payable
A32180
Increase (decrease) in other payable
A32230
Increase (decrease) in other current
liabilities
A32240
Increase (decrease) in net defined
benefit liability
A33000
Cash inflow (outflow) generated from
operations
A33300
Interest paid

A33500
Income tax paid
AAAA
Net cash flows from (used in)
operating activities
Cash flows from (used in) investing activities
B01800
Acquisitions of investments accounted for
using equity method
B04500
Acquisition of intangible assets
B07500
Interest received
BBBB
Net cash flows from (used in) investing
activities
In Thousands of New Taiwan Dollars
Year 2019
Year 2018

$ 790,989
$ 660,924
233
463
38
227
(
5,001 )
(
169 )
(
450 )
1,657
20,548
16,078
(
6,295 )
(
4,163 )
( 344,278 )
( 231,984 )
458,575
( 291,723 )
(
11,306 )
(
370 )
(
30,087 )
(
15,288 )
44,721
96,174
(
24,491 )
(
1,545 )

66,757
78,395
(
8,097 )
12,914
(
1,210 )
(
54 )

5
(
20)
950,651
321,516
(
7,548 )
(
4,139)
(
90,290)
(
66,974)
852,813
250,403


( 308,250 )
( 1,158,904 )
(
160 )
-

5,645

4,163
(302,765)
(1,154,741 )
In Thousands of New Taiwan Dollars
Year 2019
Year 2018

$ 790,989
$ 660,924
233
463
38
227
(
5,001 )
(
169 )
(
450 )
1,657
20,548
16,078
(
6,295 )
(
4,163 )
( 344,278 )
( 231,984 )
458,575
( 291,723 )
(
11,306 )
(
370 )
(
30,087 )
(
15,288 )
44,721
96,174
(
24,491 )
(
1,545 )

66,757
78,395
(
8,097 )
12,914
(
1,210 )
(
54 )

5
(
20)
950,651
321,516
(
7,548 )
(
4,139)
(
90,290)
(
66,974)
852,813
250,403


( 308,250 )
( 1,158,904 )
(
160 )
-

5,645

4,163
(302,765)
(1,154,741 )
$ 660,924
463
227

(
169 )

1,657
16,078

(
4,163 )

( 231,984 )
( 291,723 )

(
370 )

(
15,288 )
96,174

(
1,545 )
78,395

12,914

(
54 )
(
20)
321,516
(
4,139)
(
66,974)
250,403


( 1,158,904 )

-

4,163
(1,154,741 )

continued on Next Page

268

continued

Code
Cash flows from (used in) financing activities
C00100
Increase in short-term loans
C01200
Proceeds from Issuing bonds
C04500
Cash dividends paid
CCCC
Net cash flows from (used in)
financing activities
EEEE
Net increase (decrease) in cash and cash
equivalents
E00100
Cash and cash equivalents at beginning of period
E00200
Cash and cash equivalents at end of period
Year of 2019
$ -
-
(253,995)
(253,995)
296,053

832,480
$ 1,128,533
Year of 2018 Year of 2018


(



$ 578,000
1,502,500
520,281)
1,560,219
655,881
176,599
$ 832,480

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

269

Global PMX Co., Ltd. Notes to Parent Company Only Financial Statements For The Years Ended December 31, 2019 and 2018

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

1. General Information

Global PMX Co., Ltd. (the “Company”) was incorporated in February 1987, formerly known as「Global PMX Co., Ltd.」, it was renamed to "Global PMX Co., Ltd." in October, 1999. The company engages mainly in manufacturing of electronic equipment, plastic components, hardware hand tools, metal parts etc. trading, import and export, industrial plastic products manufacturing, other non-metal products manufacturing, iron and steel casting, iron and steel forging, steel rework, aluminum rework, etc.

The common shares of the Company have been listed on the Taiwan Stock Exchange since August 10, 2015.

The parent company only financial statements are presented in NTD, which is the Company’s functional currency.

2. The Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for Authorization.

The parent company only financial statements were approved and authorized by the Board of Directors on March 23, 2020.

3. Application of New Standards, Amendments and Interpretations

  • (1) Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

  1. IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and

270

lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

The Company as lessee

The Company recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the parent company only statements of comprehensive income, the Company presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the parent company only statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts, including property interest qualified as investment properties, were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights in China were recognized as prepayments for leases. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as prepayments for leases. Cash flows for operating leases were classified within operating activities on the parent company only statements of cash flows. Leased assets and finance lease payables were recognized on the parent company only balance sheets for contracts classified as finance leases.

The Company elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of

271

any prepaid or accrued lease payments, the Company applies IAS 36 to all right-of-use assets.

The Company also applies the following practical expedients:

a) The Company applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

b) The Company accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

c) The Company uses hindsight, such as in determining lease terms, to measure lease liabilities.

The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Undiscounted amounts on January 1, 2019

Discounted amounts using the incremental borrowing rate on January 1,
2019

Lease liabilities recognized on January 1, 2019
$ 120
(
120)
$ $ -
$ -

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is not have significant influence.

(2) The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020

New IFRSs
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”
Effective Date
Announced byIASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
January 1, 2020 (Note 3)

Note 1: The Company shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual

272

reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Company shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • Note 3: The Company shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

1) Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

2) Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • (3) New IFRSs in issue but not yet endorsed and issued into effect by the FSC

New IFRSs

Effective Date Announced by IASB (Note 1)

273

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2022 or Non-current”

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

The amendments clarify that for a liability to be classified as non-current, the Company shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Company will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Company must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Company’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Company’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4 . Summary of Significant Accounting Policies

  • (1) Statement of Compliance

274

The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (2) Basis of Preparation

The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

  1. Level 1 inputs are quoted prices (unadjusted) of identical assets or liabilities that the entity can access in active markets at the measurement date.

  2. Level 2 inputs are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  3. Level 3 inputs are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When preparing the parent company only financial statements, the Company used the equity method to account for its investments in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Company in its financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, share of profits of subsidiaries for using the equity method in the parent company only financial statements.

  • (3) Classification of Current and Non-Current Assets and Liabilities

Current assets include

  1. Assets held primarily for the purpose of trading.

  2. Assets expected to be realized within 12 months after the reporting period; and

275

  • Cash and cash equivalents (unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period).

Current liabilities include :

  • Liabilities held primarily for the purpose of trading.

  • Liabilities due to be settled within 12 months after the reporting period; and

  • Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as noncurrent.

  • (4) Foreign Currencies

In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.

For the purposes of presenting financial statements, the assets and liabilities of the Company’s foreign operations (including the subsidiaries or associates, joint ventures or branches of the country in which the country of operation or currency is used) are translated into New Taiwan Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of all the equity of a foreign operation, or disposes of the partial equity of the subsidiaries but loses control, or disposes of the joint ventures or associates. The retained equity are financial assets and are accounted for as financial instruments. All of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

276

If partial disposal of a foreign subsidiary does not result in loss of control, the cumulative exchange difference is incorporated into the equity transaction calculation on a pro rata basis, but is not recognized as profit or loss. In the case of any other part of the disposition of foreign operation, the accumulated exchange difference is reclassified to profit or loss according to the proportion of the disposition.

(5) Inventories

Inventories including finished goods, are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. The costs of inventories sold or consumed are determined using the weighted-average method.

(6) Investment in Subsidiaries

Investments accounted for using the equity method include investments in subsidiaries.

Subsidiaries are the entities controlled by the Company.

Under the equity method, the investment is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary after the date of acquisition. Besides, the Company also recognizes the Company’s share of the change in other equity of the subsidiary.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.

When the Company’s share of losses of a subsidiary equals or exceeds its interest in that subsidiary (which includes any carrying amount of the investment in subsidiary accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.

The acquisition cost in excess of the acquisition-date fair value of the identifiable net assets acquired is recognized as goodwill. Goodwill is not

277

amortized. The acquisition-date fair value of the net identifiable assets acquired in excess of the acquisition cost is recognized immediately in profit or loss.

When the Company evaluates the impairment, it considers the cash-generating unit as a whole in the financial report and compares its receivable carrying amount. If the receivable amount of the asset increases, the amount of the impairment loss is recognized as gain on reversal of impairment loss. However, the carrying amount of the asset after the impairment loss shall not exceed the amount of the asset that is not recognized as impairment loss. The carrying amount after amortization. The impairment loss attributable to goodwill shall not be reversed during the subsequent period.

When the Company ceases to have control over a subsidiary, any retained investment is measured at fai value at that date and the difference between the previous carrying amount of the subsidiary attributable to the retained interest and its fair value is included in the determination of the gain or loss. Furthermore, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

Profits and losses from downstream transactions with a subsidiary are eliminated in full. Profits and losses from upstream with a subsidiary and side stream transactions between subsidiaries are recognized in the Company’s financial statements only to the extent of interests in the subsidiary that are not related to the Company.

(7) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment.

Depreciation of property, plant and equipment are recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

  • (8) Intangible Assets

  • Acquired Separately

278

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates being accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the intangible asset before the end of its economic life.

2. Derecognition

When the intangible assets are derecognized, the net disposal price and the carrying amount of the asset is recognized in the current profit and loss.

(9) Impairment of Tangible and Intangible Assets

The Company reviews the carrying amounts of its tangible and intangible assets (excluding goodwill), to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the Company uses the estimated cash flows discounted by the future pre-tax discount rate, and the discount rate reflects current the market time value of money and the specific risks to the asset for estimated future cash flows not yet adjusting to the market.

When an impairment loss subsequently is reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • (10) Financial Instruments

279

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities, those are not initially measured at fair value through profit or loss, shall be measured at fair value plus transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  1. Financial Assets

On a regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • (1) Measurement Category

The Company’s financial assets consist of the following categories: financial assets at fair value through profit or loss, financial assets at amortized cost.

  • B. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss (FVTPL) are stated at fair value, with any gains or

losses arising on remeasurement recognized in profit or loss, including the Company's investment in equity instruments that are not measured by the Company's other comprehensive gains and losses, which are measured at fair value through profit or loss and non-conforming investment in debt instruments that are measured at amortized cost or measured at fair value through other comprehensive income. Fair value is determined in the manner described in Note 26.

B. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

280

  • (b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets (including cash and cash equivalents and accounts receivable as measured by amortized cost) carried at amortized cost should be amortized using the effective interest rate method. Under the effective interest method, the interest income recognized is calculated by applying the market interest rate to the carrying amount and the difference between the interest income so recognized and the interest income paid. Any foreign currency exchange gains and losses are recognized in profit or loss.

Except the following two approaches, interest income was calculated by effective interest rate multiplying the total carrying value of the asset:

  • (a) Purchased or originated credit-impaired financial assets, for which interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of financial assets.

  • (b) Non-purchased or originated credit impairment, but financial assets have subsequently become credit-impaired, for which interest income is calculated by multiplying the effective interest rate by the amortized cost of such financial assets starting from the following reporting period.

Cash equivalents include time deposits that are highly liquid within 3 months from the date of acquisition, can be converted into cash fund at any time, and have little risk of changes in value, to meet short-term cash commitments.

(2) Impairment of Financial Assets

The Company's impairment loss on financial assets (including accounts receivable) measured at amortized cost based on expected credit loss at the end of each reporting period.

Receivable are recognized as allowances for expected credit losses during the duration. Other financial assets are assessed whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance loss is recognized based on the

281

12-month expected credit loss. If it has increased significantly, it is recognized as the expected credit loss during the duration.

The expected credit loss is the weighted-average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from the possible default of the financial instrument within 12 months following the report. The expected credit loss during the duration represents the expected credit loss arising from all possible defaults of the financial instrument during the expected duration.

For internal credit risk management purposes, the Company determines that the following situations indicate that a financial asset is in default :

  • iii) Internal or external information show that the debtor is unlikely to pay its creditors.

  • iv) When a financial asset is more than 181 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The impairment loss of all financial assets is reduced by the allowance account, but the allowance for the investment in the debt instrument measured at fair value through other comprehensive gains and losses is recognized in other comprehensive gains and losses and does not reduce its carrying amount.

  • (3) Derecognition of Financial Assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had

282

been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  1. Equity Instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

  1. Financial Liabilities

  2. (1) Subsequent measurement

The financial liabilities are measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

The Company derecognized financial liabilities, the difference between the carrying amount of such a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  1. Convertible Bonds

The component parts of compound instruments (convertible bonds) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the

283

instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

(11) Revenue Recognition

The Company recognizes revenue when performance obligations are satisfied. The transaction price is apportioned to each performance obligation and the income is recognized when each performance obligation is met.

Revenue from sale of goods

Revenue from the sale of goods comes from automotive parts, computer, communication, and consumer electronics and medical equipments. The company recognizes revenue when the products are delivered and ownership control is transferred.

During materials processing, the control of the ownership of the processed product is not transferred, the revenue is not recognized during materials processing.

  • (12) Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) The Company as lessee

284

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basi over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

2018

Leases are classified as finance lease whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  1. The Company as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  1. The Company as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

  • (13) Borrowing Cost

Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

285

(14) Employee Benefit

  1. Short-term employee benefit

Liabilities recognized in respect of short-term employee benefit are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.

Retirement benefits

Payments to the benefit plan are recognized as an expense when the employees have rendered service entitling them to the contribution.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represents the actual deficit (surplus) in the Company’s defined benefit plan. Net defined benefit asset shall not exceed the present value of the allocation from the plan or the reduction of future allocation.

(15) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1. Current tax

Pursuant to Income Tax Act, income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent to the year the earnings are generated.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

286

2. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  1. Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in

287

equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5 . Critical Accounting Judgments and Key Sources of Estimation and Uncertainty

In the application of the Company’s accounting policies, the management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

6 . Cash and Cash Equivalents

Cash and deposits in banks
Bank notes and demand
deposits
Cash
equivalents
(investments
with original maturities of less
than 3 months)
December 31,
2019
$ 41
777,726
350,766
$ 1,128,533
December 31,
2018
$ 41
832,439
-
$ 832,480

7 . Financial Assets at Fair Value through Profit or Loss

Financial assets-noncurrent
Mandatorily at FVTPL
Derivative instruments
(non-designated hedges)
- Redeemable convertible
bond (Note 16)
December 31,
2019
$ 1,050
December 31,
2018
December 31,
2018
$ 600

The Company has issued embedded derivatives that are not closely related to the host contract of convertible bonds (issuer redemption), the fair value assessed using option pricing model is provided in Note 16.

288

8 . Accounts Receivable and Other Receivables

Accounts receivable-non
related parties
At amortized cost
Gross carrying amount
Less:Allowance for doubtful
accounts
Accounts receivable-related parties
At amortized cost
Gross carrying amount
Other receivables
Other receivables-related
parties
December 31,
2019
$ 675,636
(
8,280)
$ 667,356
$ 224,233
$ 14,021
$ 137
December 31,
2018
December 31,
2018
$ 604,346
(13,281)
$ 591,065
$ 754,098
$ 2,176
$ 26

The average credit period of sales of goods was 60 to 120 days. During this period no interest charge for the accounts receivable. The company will use other available publicly financial information and historical transaction record to rank the credit of the counterparties, and may ask for sufficient collaterals to reduce the financial risk caused by the delay of the payments. The company continue to monitor credit risk and the Credit Rank of the counterparties. And assess and approve the credit limit applied to counterparties every year to management of the credit risk.

To reduce the credit risk, the Company’s management assigned a special team in charge of assess and approval of credit facilities and other monitor procedures to reassurance and take action to recover overdue receivables. On the date of balance sheet, the Company will examine the amount of recovery accounts receivable accordingly, to ensure the allowance for losses in case deemed non-recoverable.

The company adopted simplified approach of IFRS 9, to consider when determining its expectations of impairment. Under this model, expectations of future events must be taken into account and this will result in the earlier recognition of impairments. The Company assesses whether there has been a significant increase in credit risk since initial recognition by reviewing changes in external credit ratings, financial market conditions and market future outlook. According to the Company’s historical experience of credit loss, there is no significant difference in the loss patterns of customers’ segments. Therefore, the provision matrix didn’t further segment the customer base, only sets the expected credit loss rate based on the overdue days of accounts receivable.

289

The Company use provision matrix to calculate the allowance for losses from accounts receivable as follows:

December 31, 2019

Gross carrying
amount
Loss allowance
(Lifetime ECL)
Amortized cost
Not Past
Due
$784,926
(
685 )
$ 784,241
1~60
days
$ 96,320
3,294 )
$93,026
61~120
days
$ 16,859
( 3,072 )
$13,787
121~180
days
$ 1,194
(
659)
$ 535
Over 181
days
$ 570
(
570)
$ -
Total

(

(

(

(
$ 899,869
(
8,280)
$891,589

December 31, 2018

Gross carrying
amount
Loss allowance
(Lifetime ECL)
Amortized cost
Not Past
Due
$1,248,970
( 1,009 )
$1,247,961
1~60
days
$ 83,878
1,656 )
$ 82,222
61~120
days
$ 13,942
(
1,717)
$ 12,225
121~180
days
$ 6,552
(
3,797)
$ 2,755
Over 181
days
$ 5,102
(
5,102)
$ -
Total

(

(

(

(
$1,358,444
( 13,281)
$1,345,163

The loss allowance for accounts receivable is calculated by the rate of expected credit loss at each aging range, and the rate of expected credit loss was 0.12% to 100%

Movements of the loss allowance for accounts receivable were as follows:

Balance at January 1
Less: Reversal
Balance at December 31
January 1 to
December 31,
2019
$ 13,281
(5,001)
$ 8,280
January 1 to
December 31,
2019
$ 13,281
(5,001)
$ 8,280
January 1 to
December 31,
2018
January 1 to
December 31,
2018
$ 13,281 $ 13,450
(
(
169)
$ 13,281

9 . Inventories

December 31, December 31,
2019 2018

290

Finished goods

Inventory in transit

$ 89,039

-

$ 89,039
$ 58,210
742
$ 58,952

The cost of revenue related to inventory were NT$1,791,144 thousand and NT$1,755,150 thousand respectively.

10 . Investments Accounted for Using Equity Method

Investment in subsidiaries December 31,
2019
$ 4,177,851
December 31,
2018
December 31,
2018
$ 3,716,521

Investments in subsidiaries

Investments in subsidiaries
Non listed company
FORTUNE TOWER
HOLDING CO., LTD.
SEAMAX INTERNATIONAL
LTD.
ACE PLUS TECHNOLOGY
LIMITED
December 31,
2019
$ 4,145,933
30,562

1,356
$ 4,177,851
December 31,
2018




$ 3,683,837
31,252
1,432
$ 3,716,521

The proportion of ownership and voting rights in subsidiaries held by the Company were as follows:

December 31, December 31,
Subsidiaries 2019 2018
FORTUNE
TOWER
HOLDING CO., LTD. 100% 100%
SEAMAX INTERNATIONAL
LTD. 100% 100%
ACE PLUS TECHNOLOGY
LIMITED 100% 100%

291

The profit and loss of the subsidiaries for using the equity method and other comprehensive income in 2019 and 2018 are recognized based on the Independent Auditor’s Report in the same period.

11 . Property, Plant and Equipment

Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment Property, Plant and Equipment
L
a
n
d Buildings
Machinery
a
n
d
Equipment
O f f i c e
Equipment T o t a l
Cost
Balance at January 1,
2018

Balance at December
31, 2018

Accumulated
depreciation and
impairment
Balance at January 1,
2018

Depreciation

Balance at December
31, 2018

Net at December 31,
2018

Cost
Balance at January 1,
2019

Disposals

Balance at December
31, 2019

Accumulated
depreciation and
impairment
Balance at January 1,
2019

Depreciation

Disposals

Balance at December
31, 2019

Net at December 31,
2019
$ 16,801

$ 16,801

$ -

-

$ -

$ 16,801

$ 16,801

-

$ 16,801

$ -
-

-

$ -

$ 16,801
$ 11,250

$ 11,250

$ 3,764

195

$ 3,959

$ 7,291

$ 11,250

-

$ 11,250

$ 3,959
195

-

$ 4,154

$ 7,096
$ 9,591

$ 9,591

$ 9,285

268

$ 9,553

$ 38

$ 9,591

-
(
$ 9,591

$ 9,553
38

-
(
$ 9,591

$ -
$ 3,648

$ 3,648

$ 3,648

-

$ 3,648

$ -

$ 3,648

30)
(
$ 3,618

$ 3,648
-

30)
(
$ 3,618

$ -
$ 41,290
$ 41,290
$ 16,697

463
$ 17,160
$ 24,130
$ 41,290

30)
$ 41,260
$ 17,160
233

30)


$ 17,363
$ 23,897

The Company did not conduct any impairment assessment in 2019 and 2018 as there was no signs of impairment.

292

Property, plant and equipment were depreciated on a straight-line basis over the estimated useful life of the asset:

Buildings
Main buildings 55 Years
Building improvement 3 Years
Machinery and equipment 4 to 6 Years
Office equipment 3 to 5 Years

12 . LEASE ARRANGEMENTS

2019

Expenses relating to short-term leases
Total cash outflow for leases
January 1 to
December 31,
2019
January 1 to
December 31,
2019

$ 297
$ 297

The Company leases certain building and other equipment which qualify as short-term leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

Not later than 1 year
Later than 1 year and not later than 5
years
Later than 5 years
December 31,
2018
December 31,
2018


$ 120
-
-
$ 120

293

13 . Computer Software, Net

Computer Software, Net
2019 2018
Cost
Balance at January 1 $
455
$
455
Acquired separately 160 -
Disposals ( 455 ) -
Balance at December 31 $
160
$
455
Accumulated amortizarion
and impairment
Balance at January 1 ( $
417 )
( $
190 )
Amortization expenses ( 38 ) ( 227 )
Disposals 455 -
Balance at December 31 $
-
($
417)
Carrying amount at January 1 $
38
$
265
Carrying amount at December 31 $
160
$
38

Amortization expenses were accrued on a straight-line basis over two years.

14 . Other Assets

Current
Prepayments to suppliers
Other prepayments
Other financial assets
Other current assets
Borrowings
Current borrowings
Unsecured borrowings
Credit loans
December 31,
2019
$ -
8,476
23
28,167
$ 36,666
December 31,
2019
$ 808,000
December 31,
2018
December 31,
2018
$ 43,353
9,844
23

3,676
$ 56,896
December 31,
2018
$ 808,000

15 . Borrowings

The interest rate of credit loans was 0.85% to 1% and 0.915% to 1.14% for the years ended December 31, 2019 and 2018 respectively.

294

16. Bonds Payable

Bonds Payable
Domestic unsecured bonds
Less: Discount on bonds
payable
Subtotal amount
Less: Current portion
December 31,
2019
December 31,
2018
$ 1,500,000
$ 1,500,000
(
14,369)
(
27,321)
1,485,631
1,472,679

-

-
$ 1,485,631
$ 1,472,679

(


$ 1,500,000
27,321)
1,472,679
-
$ 1,472,679

Domestic unsecured convertible bonds

The company issued 15 thousand shares of unsecured convertible bonds denominated in New Taiwan Dollars, with an aggregate principle amount of NT$1,500,000 thousand and a coupon interest rate of zero percent on February 5, 2018.

  • (1) Each unit of convertible bond holder has right to convert held bonds to common shares of issuing company at NT$179 per share during the conversion period starting from May 6, 2018 to February 5, 2021. (The initial conversion price of NT$ 193 was reset and amounted to NT$ 179 per share at ex-dividend date on August 3, 2019,NT$ 183.5 per share at ex-dividend date on August 15, 2018)

  • (2) Starting from May 6, 2018 to December 27, 2020, if the closing prices of the Company’s common stocks had surpassed the conversion price in 30 consecutive business days in a row to the extent of 30% (on) or above the foresaid price, or the balance of outstanding convertible bonds had been 10% lower than original issued amount, the Company may repurchase outstanding bonds in cash at their par value.

The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus-share options. The effective interest rate of the liability component was 0.073% on initial recognition.

Proceeds from issuing bonds (less transaction cost NT$5,000
thousand)

Equity component (less transaction cost allocated to equity
NT$346 thousand)
(
Convertible bonds redemption
$ 1,502,500

43,662 )
2,257

295

Liability component measured at issuance date (less: transaction
costs allocated to liability NT$4,647 thousand)

Effective interest rate 0.073%

Liability component at December 31, 2018

Effective interest rate 0.073%

Liability component at December 31, 2019
1,461,095
11,584
$ 1,472,679
12,952
$ 1,485,631

Convertible bond redemption is a financial asset measured at fair value through profit or loss. The estimated gain (loss) amount from changes in fair value from February 5 to December 31, 2018 and January 1 to December 31,2019 was NT$450 thousand and (NT$1,657) thousand respectively , The fair value of the financial assets was NT$1,050 thousand NT$600 thousand as of December 31, 2019 and 2018. Please refer to Note 7.

17. Accounts Payable

Accounts Payable
Operating
Accounts payable
Accounts payable-related
parties
December 31,
2019
$ 23,901
$ 550,261
December 31,
2018


$ 33,080
$ 474,325

The company has financial risk management policies in place to ensure that all payables were repaid within the pre-agreed credit terms.

18. Other Liabilities

Other Liabilities
Current
Other payables
Salaries and bonuses
Insurance premiums
Labor cost
Employee compensation
Board
of
directors
and
supervisors compensation
Tax and dues
Others
Other payables-related
December 31,
2019
$ 23,421
1,477
1,050
24,096
19,514
1,022
11,280
$ 81,860
$ 348
December 31,
2018










$ 22,926
1,424
1,380
23,298
18,647
1,499
8,645
$ 77,819
$ 12,438

296

party

Other liabilities
Temporary credits

Receipts under custody

$ 3,163

313

$ 3,476
$ 4,366
320
$ 4,686

19. Retirement Benefit Plans

  • (1) Defined contribution plans

The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Act, the Company has made monthly contributions equal to 6% of each employee’s monthly salary and wages to employees’ pension accounts.

  • (2) Defined benefit plans

The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 4% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Funds is managed by the Bureau of Labor Funds (“the Bureau”) under Taiwan’s Ministry of Labor; the Company has no right to influence the Bureau’s investment policy and strategy.

Amounts included in the parent company only balance sheets in respect of the defined benefit plans were as follows:

Present value of defined
benefit obligation
Fair value of plan assets
Appropriation shortage
Net defined benefit
liability
December 31,
2019
$ 10,882
(
5,457)

5,425
$ 5,425
December 31,
2018
December 31,
2018

(


(

$ 9,944

5,169)
4,775
$ 4,775

297

Movements in net defined benefit liability were as follows:

Balance at January 1, 2018
Interest expense(income)
Recognized in profit or loss
Remeasurement
Return on plan assets
(excluding
amounts
included
in
net
interest)
Actuarial loss (gain)
Changes in
demographic
assumptions
Changes in financial
assumptions
Experience
adjustments
Recognized in other
comprehensive income
Contributions from the
employer
Balance at December 31,
2018
Interest expense(income)
Recognized in profit or loss
Remeasurement
Return on plan assets
(excluding
amounts
included
in
net
interest)
Actuarial loss (gain)
Changes in
demographic
assumptions
Changes in financial
assumptions
Experience
adjustments
Present Value of
Defined Benefit
O b l i ga t i o n
$ 9,721

133

133
-
54
157
(
121)

90
-

9,944

124

124
-
2
636

176
Fair Value of
P l a n A s s e t s
($ 4,841)
(
68)
(
68)
(
175 )
-
-

-
(
175)
(
85 )
(
5,169)
(
65)
(
65)
(
169 )
-
-

-
N e t D e f i n e d
Benefit Liability
( A s s e t s )



(




$ 4,880

65

65
(
175 )
54
157
(
121)
(
85)
(
85 )

4,775

59

59
(
169 )
2
636

176

298

Recognized
in
other
Comprehensive income

Contributions
from
the
employer

Balance at December 31,
2019
814
(
-
(
$ 10,882
(
169)


54)
(
$ 5,457)
645

54)
$ 5,425

Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company was exposed to the following risks:

  1. Investment risk: The pension funds are invested in domestic (foreign) equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the mandated management. However, under the R.O.C. Labor Standards Law, the returns generated by plan assets should not be less than the interest rate for a 2-year time deposit published by the local banks.

  2. Interest risk: A decrease in the government/corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  3. Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions of the actuarial valuation were as follows:

Discount rate
Future salary increase rate
December 31,
2019
0.750%
2.250%
December 31,
2018
1.250%
2.250%

If a reasonably possible movement in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:

December 31, December 31,
2019 2018

299

Discount rate
Increase 0.25%
(
Decrease 0.25%

Future salary increase
rate
Increase 0.25%

Decrease 0.25%
(
$ 324)
(
$ 337

$ 326

$ 315)
(
$ 311)
$ 324
$ 315
$ 304)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Estimated amount to be paid
within 1 year
Determine the average maturity
of defined benefit obligation
December 31,
2019
$ 60
12.0 Years
December 31,
2018
$ 87
12.7 Years

20. Equity

  • (1) Share capital

Common stocks

Authorized shares
(in thousands)
Authorized capital
Issued and paid shares
(in thousands)
Issued capital
December 31,
2019

150,000
$ 1,500,000

81,934
$ 819,340
December 31,
2018
December 31,
2018






150,000
$ 1,500,000
81,934
$ 819,340

A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive dividends.

  • (2) Capital surplus
December 31, December 31,
2019 2018

May be used to offset a deficit, distributed as cash dividends,

300

or transferred to share capital
(1)
Share premium

May not be used for any
purpose
Stock right (2) (Note 15)

$ 1,064,002

43,662

$ 1,107,664
$ 1,064,002
43,662
$ 1,107,664
  • (1) The capital surplus from shares issued in excess of par may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to capital, but limited to a certain percentage of the Company’s paid-in capital each year.

  • (2) Such capital surplus generated from recognition of convertible bonds will be adjusted upon conversion or expiration of underlying assets.

  • (3) Retained earnings and dividend policy

Under the earning distribution policy of the Company’s Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan with due consideration of any future operating plans and fund demand, which shall be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders by cash or shares, cash dividends shall be distributed not less than 50% of profit, which was offseted losses and deducted legal reserve and special reserve. However, if the Company’s shareholder dividend is less than NT$0.5 per share, retained earnings will not be distributed. The Company can distribute the dividends by cash or shares, cash dividend is not less than 50% of the total dividend. The distribution of profit surplus shall be approved in the annual shareholders’ meeting. For the employee and directors' compensation distribution policy as stipulated in the Company's Articles, please refer to Note 22 (7) Employees' Compensation and Directors' Compensation.

The legal reserve shall be allocated until the balance reaches the total paid-in capital of the company. The legal reserve can be used for make up losses. When the company has no losses, the portion of the legal reserve exceeds 25% of the total paid-in capital may be transferred to capital or distributed as cash dividends.

301

Pursuant to Letter Number 1010012865 and Letter Number 1010047490 issued by the Financial Supervisory Commission and “Adoption of International Financial Reporting Standards (IFRSs), Questions and Answers to an application for permission to capitalize its legal reserve or capital reserve” set aside and reversal special reserve in accordance with the provisions. After other shareholders' equity deductions have been reversed, the surplus shall be distributed in the reversal part.

The appropriation of retained earnings of 2018 and 2017 had been approved by the Company’s shareholders in its meetings held on June 14, 2019 and June 29, 2018, respectively. The appropriations and dividends per share were as follows:

Legal reserve
Special reserve
Cash dividends
Dividends Per Share(NT$)
For Fiscal Year
2018
$ 49,971
$ 34,167
$ 253,995
$ 3.10
For Fiscal Year
2017
For Fiscal Year
2017






$ 59,967
$ 19,933
$ 520,281
$ 6.35

The appropriation of retained earnings for 2019 had been proposed by the board of director on March 23, 2020 is as follows:

Legal reserve
Special reserve
Cash dividends
Dividends Per Share(NT$)
For Fiscal Year 2019 For Fiscal Year 2019
$ 62,243
$ 152,958
$ 204,835
$ 2.5

The appropriations of earnings for the 2019 are to be presented for approval in the shareholders’ meeting to be held in June, 2020.

  • (4) Special reserve
Special reserve
Balance at January 1
Special reserve
Deduction amount to other
equity
Balance at December 31
2019
$ 84,243
34,167
$ 118,410
2018




$ 64,310
19,933
$ 84,243

302

  • (5) Other equity items

21.
22.
(1)
(2)
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374
Exchange differences on translating the financial statements of foreign operations
2019
2018
Balance at January 1
( $ 118,410)
( $ 84,243 )
Change in tax rate
-
3,043
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
( 191,198 )
( 46,513 )
Income tax effect
38,240

9,303
Other comprehensive income
for the year
(152,958)
(34,167)
Balance at December 31
($271,368)
($ 118,410)
Net Revenue
2019
2018
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
$ 2,414,853
$ 2,322,005
Net Profit for the Year
Other income
2019
2018
Interest income
Bank deposits
$ 6,295
$ 4,163
Rental income
-
200
Other

-

87
$ 6,295
$ 4,450
Other gains and losses
2019
2018
Gains
(losses)
on
foreign
exchange, net
( $ 28,649 )
$ 31,031
Gains (losses) on financial assets
at FVTPL, net

450
(
1,657)
($ 28,199)
$ 29,374

Balance at January 1
Change in tax rate
Recognized for the year
Exchange
differences
on
translating
the
financial
statements
of
foreign
operations
Income tax effect
Other comprehensive income
for the year
Balance at December 31
Net Revenue
Revenue generated from contracts
with customers
- Revenue generated from sales of
goods
Net Profit for the Year
Other income
Interest income
Bank deposits
Rental income
Other
Other gains and losses
Gains
(losses)
on
foreign
exchange, net
Gains (losses) on financial assets
at FVTPL, net
$ 2,322,005
2018




$ 4,163
200
87
$ 4,450
2018
(

(

(
$ 31,031

1,657)
$ 29,374

303

(3) Financial cost

2019
Interest
expense
on
bank
borrowings
$ 7,596
Interest expense on convertible
bonds
12,952
$ 20,548
Depreciation and amortization
2019
Property, plant and equipment
$ 233
Intangible assets

38
Total
$ 271
Depreciation
categorized
by
function
Operating expense
$ 233
Amortization
categorized
by
function
Administrative expenses
$ 38
Research and development expenditure recognized as expenses
2019
Research and development
expenses
$ 28,596
Employee benefit expenses
2019
Short-term employee
benefits
$ 98,716
Post-employment benefits
Defined contribution plans
2,489
Defined benefit plans
Note 19
59
Other employee benefits

4,768
Total employee benefit expenses
$ 106,032
2018


$ 4,494
11,584
$ 16,078
2018




$ 463
227
$ 690
$ 463
$ 227
2018
$ 17,474
2018


$ 102,645
2,584
65
4,346
$ 109,640
  • (4) Depreciation and amortization

  • (5) Research and development expenditure recognized as expenses

  • (6) Employee benefit expenses

304

Categorized by function Operating expenses

$ 106,032

$ 109,640

(7) Employees’ compensation and directors’ remuneration

In accordance with the provisions of the Company’s Articles of Incorporation, the Company shall allocate its net profit before income tax as employees’ compensation and remuneration of directors at a rate of no less than 2% and no more than 2.24%. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018 have been approved by the Company’s board of directors on March 23, 2020 and March 25, 2019, respectively:

Estimated ratio

stimated ratio
2019 2018
Compensation of employees 2.69% 2.69%
Remuneration of directors 1.35% 1.35%

Amount

2019 2018
In Cash In Cash
Compensation of employees $ 21,483 $ 18,463
Remuneration of directors 10,781 9,266

If the amount changes after the annual parent company only financial statements issued date, it will be processed according to the accounting estimates and adjusted in the next year.

There was no difference between the actual distributed amount of the employee's remuneration and the director's compensation for 2018 and 2017 and the amount recognized in the parent company only financial statements for the years ended of 2018 and 2017.

The information of the employees’ compensation and remuneration of directors resolved by the board of directors for 2019 and 2018 are available on the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange.

305

  • (8) Foreign exchange gains and losses
2019 2018
Total foreign exchange gains

Total foreign exchange losses
(
Gains (losses), net
(
$ 36,896

65,545)
(
$ 28,649)
$ 68,777
37,746)
$ 31,031

23. Income Tax

  • (1) Income tax recognized in profit or loss, the major components of income tax expense (profit) were as follows:
Current income tax expense
Current
tax
expense
recognized in the current
year
Income
tax
on
unappropriated earnings
Deferred income tax expense
Current
tax
expense
recognized in the current
year
Changes in tax rates
Income tax expense recognized
in profit or loss
2019
$ 99,128
8,083
$ 107,211
61,351
-
61,351
$ 168,562
2018










$ 80,843
-
$ 80,843
53,382
26,990
80,372
$ 161,215

A reconciliation of accounting profit and income tax expense was as follows:

Income before tax
Income tax expense calculated at
the statutory rate
Nondeductible
expenses
in
determining taxable income
Income tax on unappropriated
earnings
Change in tax rate
Income tax expense recognized
in profit or loss
2019
$ 790,989
$ 158,198
2,281
8,083

-
$ 168,562
2018






$ 660,924
$ 132,185
2,040
-
26,990
$ 161,215

306

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings.

  • (2) Income tax recognized in other comprehensive income
2019
Deferred incomes tax
Changes tax rate
$ -
Current tax expense recognized in
the current year
Translation of foreign
operations
38,240
Incomes tax expense recognized in
other comprehensive income
$ 38,240
Current incomes tax assets and liabilities
December 31,
2019
Current incomes tax liabilities
Income tax payable
$ 66,244
2018
$ 3,043

9,303
$ 12,346
December 31,
2018
$ 49,323
  • (3) Current incomes tax assets and liabilities

  • (4) Deferred incomes tax assets and liabilities

Movement of deferred tax assets and deferred tax liabilities:

2019

Recognized Recognized i n O t h e r - Balance at in Profit or Comprehen Balance at J anuar y 1 L o s s sive Income December 31

Deferred income tax

307

assets

Temporary differences
Gains or losses on
foreign investment
accounted for using
equity method

Exchange differences
resulting
from
translation
of
foreign operation

Differences
arising
from
unrealized
profits or losses


Deferred
income
tax
liabilities
Temporary differences
Gains or losses on
foreign investment
accounted for using
equity method

Differences
on
contribution
of
defined
benefit
retirement plan

$ 438
29,590
57
$ 30,085
$ 230,867
2,945

$ 233,812



$ 728

-

7,504

$ 8,232

$ 69,584

1 )

$ 69,583
$ -
$ 1,166
38,240

67,830
-

7,561
$ 38,240
$ 76,557
$ -
$ 300,451
-

2,944
$ -
$ 303,395

2018

Recognized Recognized i n O t h e r - Balance at in Profit or Comprehen Balance at J anuar y 1 L o s s sive Income December 31 Deferred income tax assets Temporary differences Gains or losses on foreign investment accounted for using equity method $ 344 $ 94 $ - $ 438 Exchange differences resulting from translation of 17,244 - 12,346 29,590

308

foreign operation

Allowance
for
doubtful accounts
Differences
arising
from
unrealized
profits or losses

473
( 473 )
5,509
( 5,452 )

$ 23,570
($ 5,831 )
-
-

$ 12,346
-
57
$ 30,085
Deferred
income
tax
liabilities
Temporary differences
Gains or losses on
foreign investment
accounted for using
equity method

Differences
on
contribution
of
defined
benefit
retirement plan

$ 156,771

2,500

$ 159,271
$ 74,096

445

$ 74,541
$ -

-

$ -
$ 230,867
2,945
$ 233,812
  • (5) Aprroval of income tax

The company’s income tax has been approved by competent tax collection authorities to the year of 2017

24. Earnings Per Share

Unit : NT$ Per Share

Basic earnings per share
Generated from continuing
operations
Diluted earnings per share
Generated from continuing
operations
2019
$ 7.60
$ 6.99
2018


$ 6.10
$ 5.69

The earnings and weighted average number of common shares outstanding used in the computation of earnings per share were as follows:

Net income for the year ended

309

Profit
attributable
to
ordinary
shareholders of the parent
Effect
of
potentially
dilutive
ordinary shares:
Interest on convertible bonds
after tax
Earnings used in the computation of
diluted earnings per share
2019
$ 622,427
10,362
$ 632,789
2018




$ 499,709
9,267
$ 508,976

Shares

Unit: In Thousand of Shares

Weighted
average
number
of
ordinary shares used in the
computation of basic earnings per
share
Effects
of
potentially
dilutive
ordinary shares:
- Convertible bonds
- Employees’ compensation
Weighted
average
number
of
ordinary shares used in the
computation of diluted earnings
per share


2019
81,934
8,380

160
90,474
2018


81,934
7,368
195
89,497

If the Company offers to settle compensation paid to employees in cash or shares, assumes the entire amount of the compensation will be settled in shares, and potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the shares have a dilutive effect. Such dilutive effect of shares was included in the computation of diluted earnings per share until the number of distributed to employees is resolved in the following year.

25. Capital Risk Management

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Company (comprising issued share capital,

310

capital reserves, retained earnings, other equity). The company is not subject to other external capital requirements

The major management of the Company re-examines the capital structure of the Company on a quarterly basis. The review includes consideration of the cost of various types of capital and related risks. Based on the recommendations of the major management, the Company will balance its overall capital structure by paying dividends, issuing new shares, buying back shares and issuing new debts or repaying old debts.

26. Financial Instruments

  • (1) Information on fair value - Financial instruments that are not measured at fair value

When the carrying amounts of financial assets and financial liabilities that are not measured at fair value are so near their maturity or the future exit prices are equivalent to their fair values, management of the Company believed that the carrying amounts approximate their fair values.

  • (2) Information on fair value - Fair value of financial instruments that are measured at fair value on a recurring basis

  • Fair value hierarchy

    • December 31, 2019:
Level 1 Level 2 Level 3 Total
Financial assets at
FVTPL
Convertible bonds
redemption rights

December 31, 2018:
$ -

Level 1
$
Level 2
$ 1,050

Level 3
$ 1,050
Total
Financial assets at
FVTPL
Convertible bonds
redemption rights
$ -
$ $ 600
$ 600

There were no transfers between Levels 1 and 2 in the current and prior year.

311

  1. Reconciliation of Level 3 fair value measurements of financial instrum ween level 1 and level 2 for the year ended December 31, 2019 and 2018. 2019
Financial assets
Balance at January 1
New addition
Recognized in profit or loss
(accounteding for other profit and
loss)
Balance at December 31
2018
Financial assets
Balance at January 1
New addition
Recognized in profit or loss
(accounteding for other profit and
loss)
Balance at December 31
At FVTPL At FVTPL
DerivativeConvertible
Bonds Redemption Rights
$ 600
-
450
$ 1,050
At FVTPL
DerivativeConvertible
Bonds Redemption Rights
$ -
2,257
(
1,657)
$ 600
  1. Valuation techniques and assumptions used in Level 3 fair value measurement

Derivatives - Convertible bond redemption uses the binary tree pricing to convertible bond valuation model to estimate fair value, using a significant unobservable input value as stock price volatility. As stock price volatility increases, the fair value of these derivatives will increase. The stock price volatility adopted on December 31, 2019 and 2018 was 44.61% and 48.5%.

If the following input values are changed to reflect a reasonably possible alternative hypothesis, when all other inputs remain unchanged, the amount of increase (decrease) in the fair value of the redemption right will be as follows:

Volatility
Increase 1%
December 31,
2019
$ 10
December 31,
2018
December 31,
2018
$ 10

312

Decrease 1% $

( $ 10 )

(3) Categories of financial instruments

Financial assets
At FVTPL
Mandatorily at FVTPL
Financial assets at amortized
cost (Note 1)
Financial liabilities
At amortized cost (Note 2)
December 31,
2019
$ 1,050
2,034,662
2,950,001
December 31,
2018
$ 600
2,180,227
2,878,341

Note 1: The balances of financial assets measured at amortized cost comprised cash and cash equivalents, accounts receivable, other receivables, other financial assets and refundable deposits.

  • Note 2: The balances of financial liabilities measured at amortized cost comprised current borrwings, accounts payable, other payables, bonds payable.

(4) Financial risk management objectives and policies

The major financial instrument of the Company including account receivables, account payables and loans and bond payables. To reduce the financial risks including market risk (including foreign currency risk, interest rate risk), credit risk and liquidity risks. The company is committed to ensuring that the company has sufficient and cost-effective operating capital in response to its operations. The Company prudently manages foreign currency exchange rate risk, equity instrument price risk, credit risk and liquidity risk related to operating activities to reduce the market's uncertainty and potentially adversely affect the company's finances.

1. Market risk

(1) Foreign currency risk

The company is engaged in foreign currency denominated sales and purchase transactions, thus causing the company exposure to the exchange rate change risk. In respect of the management of exchange rate risk, the Company's dedicated units regularly review the assets and liabilities affected by the exchange rate and use appropriate hedging

313

instruments to control the risks arising from foreign exchange fluctuations.

At the Company's balance sheet date, the carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies are as follows.

Assets
USD
EUR
Liabilities
USD
EUR
December 31,
2019
$ 1,306,267
279,872
491,701
15,541
December 31,
2018
$ 1,273,060
172,270
426,598
11,606

Sensitivity analysis

The Company was mainly affected by fluctuations in the exchange rate of USD and EUROs, and the sensitivity analysis of the foreign currency appreciation and depreciation 1% of the New Taiwan Dollar as a risk of reporting exchange rate changes to the major internal management, also represents management's assessment of the reasonably possible range of foreign currency exchange rates.

The sensitivity analysis includes the amount of monetary assets and monetary liabilities denominated by the Company in non-functional currency at the balance sheet date, and is affected by fluctuations in the foreign currency exchange rate by 1% at the end of the year. The positive numbers in the following summary table represent the increase in the amount of net profit before tax for the current year when the foreign currency is appreciated against the New Taiwan Dollar.

Losses and gains Effect on USD
2019
$ 8,146
2018
$ 8,465

Effect on EUROs

314

Losses and gains 2019
$ 2,643
2018
$ 1,607
  • (2) Interest rate risk

Taking loans with floating interest rate had exposed the Company to interest rate risk. The Company adopted a policy of taking loans with floating interest rate as a means to mitigate risk arising from changes in interest rates. Therefore, the managerial personnel assessed that the effects of taking floating interest rate loans is not significant.

Interest rates applied over bank deposits the Company held are relatively stable, therefore, revenue and operating cash flows of the consolidated company are not affected by changes in market rates.

Carrying amounts of financial assets and financial liabilities exposed to interest rate risk are as below:

December 31, December 31,
2019 2018
Cash flow interest
rate risk
Financial assets $ 1,128,515 $ 832,462
Financial
liabilities 808,000 808,000

The following sensitivity analysis was based on the non-derivatives instruments exposed to interest rate risks at the end of the reporting period.

Sensitivity analysis

The Company uses 0.5% increase or decrease as a reasonable risk assessment to report changes in interest rates to the the managerial personnel. If the other conditions remain unchanged and the interest

315

capitalization factor is not taken into consideration, the interest rate increase 0.5% will increase the net profit before tax of the Company for 2019 and 2018 by NT$1,603 thousand and NT$122 thousand respectively.

  1. Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk, primarily comes from accounts receivable. The Company will review the receivable amount one by one to ensure that uncollectible receivable have been provided with appropriate impairment losses. Therefore, no significant credit risk is expected, and details of overdue and impairment losses please refer to Note 8 attached.

3. Liquidity risk

The objective of the Company’s management of liquidity is to maintain cash and cash equivalents sufficient for operating purposes and reduce the impact of cash flow fluctuations. The Company’s management supervises the use of bank loan quotas and ensures compliance with the terms of the loan agreement.

Bank loan is an important source of liquidity for the Company. As of December 31, 2019 and 2018, the unutilized overdraft bank financing quota of the Company was NT$822,561 thousand and NT$1,412,918 thousand respectively.

Liquidity and interest rate risks of non-derivative liabilities

An analysis of remaining contractual maturity of the non-derivative financial liabilities is based on undiscounted cash flows of financial liabilities (including principal and estimated interest), the Company may be required to repay. Therefore, bank loans with repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To extent that interest flows are floating rate, the undiscounted amount was derived from the yield curve at the end of the reporting period.

December 31, 2019

Less Than 1 Year 1-5 Years[Over 5 Years ]

Weighted Average

316

Non- derivative
Financial liabilities
Bank loans
Accounts payable
Other payable
Bonds payable
December 31, 2018
Non- derivative
Financial liabilities
Bank loans
Accounts payable
Other payable
Bonds payable
Effective
Interest Rate
(%)
0.90
-
-
0.073
Weighted
Average
Effective
Interest Rate
(%)
1.02
-
-
0.073


$ 808,000
574,162
82,208
-
$ 1,464,370
Less Than
1 Year
$ 808,000
507,405
90,257
-
$ 1,405,662


$ -
-
-
1,485,631
$ 1,485,631
1-5 Years
$ -
-
-

-
$ -
Over 5 Years
$ -
-
-

-
$ -
Over 5 Years




$ -
-
-
1,472,679
$ 1,472,679


$ -
-
-
-
$ -

27 . Related Parties Transactions

Except for the disclosures stated in other Notes, transactions between the Company and its related parties are disclosed below:

  • (1) Names and relationships of related party
Related Party
Related Party Name Category
SIXXON PRECISION MACHINERY CO.,LTD. Investor with significant
henceforth referred to asSIXXON」) influence
SIXXON PRECISION MACHINERY CO.,LTD. Other related parties
henceforth referred to asSIXXON」)

317

SEAMAX INTERNATIONAL LTD. henceforth Subsidiary referred to as SIWS 」)

ACE PLUS TECHNOLOGY LIMITED Subsidiary henceforth referred to as APWS 」)

GLOBAL-THAIXON PRECISION INDUSTRY Other related parties henceforth referred to as GT 」)

  • (2) Operating revenue
Item

Sales
revenue
Related PartyCategory/Name
Other related parties
2019
$ 21,839
2018
$ 31,104
(3) Purchases
Related PartyCategory/Name
SIWS
APWS
SIXXON
2019
$ 1,115,985
519,097
216,145
$ 1,851,227
2018




$ 1,219,546
382,182
159,187
$ 1,760,915
  • (4) Receivables from related parties ( excluding loans to related parties )
Item
Accounts receivable
Other receivables
Related Party
Category/Name
SIWS
Other related parties
GT
SIXXON
December 31,
2019
$224,233
-
$224,233
$ 108
29
$ 137
December 31,
2018
December 31,
2018




$737,768
16,330
$754,098
$ -
26
$ 26
  • (5) Payables to related parties ( excluding borrowings from related parties )
Item
Accounts payable
Related Party
Category/Name
SIWS
APWS
SIXXON
December 31,
2019
$ 213,029
258,728
78,504
$ 550,261
December 31,
2018
$ 236,883
178,141
59,301
$ 474,325

318

$ 12,438

$ 348

Other payables

SIXXON

Terms and conditions for sales and purchases of goods from related parties are the same as that of general transactions.

The outstanding accounts receivable from related parties and accounts payable to related parties are unsecured and are settled in cash. No guarantees are provided or received for accounts receivable from related parties, hence no bad debt expenses are recognized for years ended December 31, 2019 and 2018.

  • (6) Lease arrangements - Group is lessee
arrangements - Group is lessee
Item
Related Party Category/
Name
Rent expenses
Investor
with
significant influence
arrangements - Group is lessor
Item
Related Party Category/
Name
Rent income
SIXXON
2019
$ 180

2019
$ -
2018
$ 180
2018
$ 200
  • (7) Lease arrangements - Group is lessor

  • (8) Transactions with other related parties

Item
Refundable
deposit

Item
Professional
service fees

Development
expenses
Related
Party
Category/Name
SIXXON

Related
Party
Category/Name
Other related parties

Other related parties
December 31,
2019
$ 200

2019
$ -

$ 771
December 31,
2018
December 31,
2018
$ 200
2018


$ 383
$ 651

The company provides endorsement and guarantees for subsidiaries, please refer to Table 2 attached.

(9) Compensation of key management personnel

2019 2018
Short-term employee
benefits

Post-employment benefits
$ 19,866

223
$ 17,424
250

319

$ 20,089

$ 17,674

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

28 . Pledged Assets

The following assets were pledged or mortgaged as collateral, the accounting items and carrying amounts were as follows:

December 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
Other financial assets
$ 23
$ 23

29 . Significant Contingent Liabilities and Unrecognized Commitments: None.

30 . Significant Losses form Disaster : None.

31 . Significant S ubsequent Events:

The company approved the resolution of SIXXON PRECISION MACHINERY CO., LTD. On September 30, 2019 by the board of directors.And on November 19, 2019, the shareholders' interim meeting approved the share conversion of SIXXON PRECISION MACHINERY CO., LTD. held by SIXXON PRECISION MACHINERY CO., LTD. This share conversion ratio is based on SIXXON PRECISION MACHINERY CO., LTD. for every 1.25 shares of common shares issued by the company's 1 ordinary shares. The trading industry was approved by the Financial Supervisory Commission Republic of China on January 14, 2020. However, SIXXON PRECISION MACHINERY CO., LTD. is a foreign company, it is necessary to declare to the Investment Board, Ministry of Economic Affairs in accordance with relevant laws and regulations and approve it. The company has obtained the Investment Board, Ministry of Economic Affairs approval letter on March 11, 2020, and the share conversion basic date was changed to April 13, 2020 by the board of directors on March 23, 2020.

32 . Exchange Rate Information of Foreign-Currency Financial Assets and Liabilities

The following information was summarized according to the foreign currencies other than the functional currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the functional currency. The significant financial assets and liabilities denominated in foreign currencies were as follows:

320

December 31, 2019

Foreign currency assets
Monetary items
USD
EUR
JPY
HKD
RMB
Non-monetary items
Subsidiaries,Associates & Joint
Ventures
Accounted
for
Using Equity Method
USD
Foreign currency liabilities
Monetary items
USD
EUR
HKD
RMB
December 31, 2018
Foreign currency assets
Monetary items
USD
EUR
JPY
HKD
RMB
Non-monetary items
Subsidiaries,Associates & Joint
Ventures
Accounted
for
Using Equity Method
USD
Foreign Currency
$ 43,571
8,332
3,394
582
24,758
139,355
16,401
463
495
1,757
Foreign Currency
$ 41,448
4,894
2,370
427
15,077
121,000
Exchange
Rate

29.98
33.59
0.276
3.849
4.305
29.98
29.98
33.59
3.849
4.305
Exchange
Rate

30.715
35.2
0.278
3.921
4.472
30.715
CarryingAmount
$ 1,306,267
279,872
937
2,241
106,585
4,177,851
491,701
15,541
1,905
7,567
CarryingAmount
$ 1,273,060
172,270
659
1,673
67,423
3,716,521

321

Foreign currency liabilities
Monetary items
USD 13,889 30.715 426,598
EUR 330 35.2 11,606
JPY 14,329 0.278 3,986
HKD 591 3.921 2,317

The significant financial assets and liabilities denominated in foreign currencies were as follows:

Monetaryitems

USD
EUR
2019 E x c h a n g e
g a i n s o r
l o s s e s

( $ 19,743 )
(
11,618)
($ 31,361)
2018
E x c h a nge r a t e
30.912
(USD:NTD
34.61
(EUR:NTD)
E x c h a nge r a t e
30.149
(USD:NTD
35.61
(EUR:NTD)
E
g
l
x c h a n g e
a i n s o r
o
s s
e s

(
$ 28,235

3,875)
$ 24,360

33 . Additional Disclosures

  • (1) Information on significant transactions and (2) information on investees:

  • Financing provided to others: (Table 1)

  • Endorsement/guarantee provided: (Table 2)

  • Marketable securities held at the end of reporting period: None.

  • Marketable securities acquired and disposed at costs or prices at least NT$100 million or 20% of the paid-in capital: None.

  • Acquisition of individual real estate at costs of at least NT$100 million or 20% of the paid-in capital: None.

  • Disposal of individual real estate at prices of at least NT$100 million or 20% of the paid-in capital: None.

  • Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: (Table 3)

322

  • Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 4)

  • Trading in derivative instruments: None.

  • Information on investees: (Table 5)

  • (3) Information on investments in Mainland China:

  • If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland China, it shall disclose information on the investee company, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland China. (Table 6)

  • Any of the following significant transactions with investee companies in the Mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses:

    • (1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • (2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • (3) The amount of property transactions and the amount of the resultant gains or losses.

    • (4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • (5) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • (6) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

323

Global PMX Co., Ltd. Financing Provided to Others For the Years Ended December 31, 2019

Table 1

Unit: Amounts in Thousands of New Taiwan Dollars

No. Financing
Company
Counter-
Party
Financial
Statement
Account
Re-
lated
Party
Maximum
Balance
for the
Period
Ending
Balance
Amount
Actually
Drawn
Inter-
est
Rate
Nature
for
Financ-
ing
Transac-
tion
Amounts

Reason
for
Short-
Term
Financing
Allow-
ance
For
Bad
Debt
Colateral
Item
Collateral
Value
Financing
Limits for
Each
Borrowing
Company
Financing
Company’
s Total
Financing
Amount
Limits
Note
1
2
3
GLOBAL
ADVANCE
TECHNOLO
GY LIMITED
Seamax
Manufacturin
g Co.,Ltd.(in
Dongguan)
Global PMX
Co., Ltd.(in
Dongguan)
GLOBAL PMX
CO., LTD.
(in
Zhejiang)
GLOBAL PMX
CO., LTD.
(in
Zhejiang)
GLOBAL PMX
CO., LTD.
(in
Zhejiang)
Other
receivables
from
related
parties
Other
receivable
s from
related
parties
Other
receivable
s from
related
parties
Yes
Yes
Yes
$1,871,602
210,691
211,569
$ 1,804,631
-
-
$1,519,821
-
-
2%~
5%
-
-
The
Need
For
Short
term
financing
The need
for short
term
financing
The need
for short
term
financing

$-


-


-
Operating
capital
Operating
capital
Operating
capital
$ -
-


$ -
-
$ 6,560,372
1,703,492
617,512
$ 6,560,372
1,703,492
617,512
Note
2
Note
3
Note
4

Note 1: The maximum financing amount provided by the Company is calculated as follows:

  • (1) Nature of financing attributed to business transaction, each separately financing amount shall not exceed amount of transactions between two parties, aggregate financing amount shall not exceed 20% of net worth of the Company for the period. Transaction amount refers to the higher of purchases or sales between two within the latest year. Nature for financing attributed to short-term financing needs, each separately financing amount shall not exceed 20% of net worth of the Company for the period, and aggregate financing amount shall not exceed 40% of net worth of the Company for the period.

  • (2) Foreign company loans between overseas companies in which The Group holds directly or indirectly 100% of the voting hares, and financing limits for each entity,

324

as well as limits on aggregate financing amount shall not exceed 200% of net worth of the company’s lending fund. Maximum limit on financing shall not exceed 200% of net worth of the company’s lending fund.

  • Note 2: The total amount of GLOBAL ADVANCE TECHNOLOGY LIMITED available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$3,280,186 thousand multiplied by 200% equal to NT$6,560,372 thousand.

  • Note 3: The total amount of SEAMAX MANUFACTURING PTE., LTD.(in Dongguan) available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$851,746 thousand multiplied by 200% equal to NT$1,703,492 thousand.

  • Note 4: The total amount of GLOBAL PMX CO., LTD.(in Dongguan) available for lending to GLOBAL PMX CO., LTD. (in Zhejiang) are limited to a net value of equity, computed as NT$308,756 thousand multiplied by 200% equal to NT$617,512 thousand.

325

Global PMX Co., Ltd.

Endorsements/Guarantees Provided

For the Year Ended December 31, 2019

Unit: Amounts in Thousands of New Taiwan Dollars

No. Endorsemen
t/ Guarantee
Provider
Guaranteed Party Limits
on
Endorsement
/
Guarantee
Amount
Provided
to
Each
Guaranteed
Party
Maximum
Balance
for the
Period
Ending
Balance
Amount
Actually
Drawn
Amount of Endorsement/
Guarantee Collateralized
by Properties
Ratio of
Accumulated
Endorsement/Guara
ntee to Net Equity
Per Latest Financial
Statements(%)
Maximum
Endorsement
/
Guarantee
Amount
Allowable
Guarantee
Provided
by Parent
Company
Guarantee
Provided
by
A
Subsidiary

Guarantee
Provided
to
Subsidiari
es
in
Mainland
China
Note
Name Nature
of
Relationship
0 Global
PMX
Co.,
Ltd.
FORTUNE TOWER
HOLDING CO.,
LTD
Subsidiary $ 4,978,109 $31,600 $29,980 $29,980 $ - 0.96 6,222,636 Y N N Note
1
0 Global
PMX
Co.,
Ltd.
SEAMAX
MANUFACTURING
PTE. LIMITED

A subsidiary
directly holding
over 50% of the
common shares.
4,978,109 266,815 254,830 239,840 - 8.19 6,222,636 Y N N Note
1
0 Global
PMX
Co.,
Ltd.
GLOBAL
ADVANCE
TECHNOLOGY
LIMITED
A subsidiary
directly holding
over 50% of the
common shares.
4,978,109 3,133,875 3,080,445 1,106,446
-
99.01 6,222,636 Y N N Note
1
  • Note 1: According to the Company’s operational procedures for endorsement/guarantee provided to others, the calculation for endorsement/guarantee limits is as below:

  • (1) The Company’s aggregate amount of endorsement/ guarantee provided to others shall not exceed 200% of net worth of the Company for the period. Accumulated amount of endorsement/guarantee provided to a single entity shall not exceed 160% of net worth of the Company. If an endorsement/guarantee provided to a single entity is made due to needs arising from business transactions, in addition to aforementioned requirements, amount of endorsement/guarantee provided shall not exceed total transaction amount with the Company for latest fiscal year (the higher of purchases or sales between two parties)

  • (2) Pursuant to requirements mentioned above, ceilings on endorsement/guarantee provided to others equals to net worth of the Company computed as NT$3,111,318 thousand multiplied by 200% equals 6,222,636 thousand, and ceilings on endorsement/guarantee provided to a single entity are equivalent to net worth of the Company computed as NT$3,111,318 thousand multiplied by 160% equals to NT$ 4,978,109 thousand.

326

Global PMX Co., Ltd.

Purchases from or Sales to Related Parties of At Least NT$100 Million or 20% of the Paid-In Capital For the Year Ended December 31, 2019

Table 3

Unit: Amounts in Thousands of New Taiwan Dollars

Purchase(Sale)
Company
Related Party Nature of
Relationships
Transaction Details Abnormal
Transaction
Notes/Accounts
Payable or
Receivable
Note
Purchases/Sales Amount % to
Total
Payment
Terms
Unit
Price

Payment
Terms
Ending
Balance
%
to
Total
SEAMAX
INTERNATION
AL LTD.
GLOBAL PMX
CO., LTD.
Parent and
subsidiary
Sales 1,115,985 83% 90 days
after
- - Accounts
receivable
213,029
49%
SEAMAX
INTERNATION
AL LTD.
GLOBAL PMX CO.,
LTD.(in
Zhejiang)
The same
ultimate
parent
company
Sales 234,075 17% 90 days
after
- - Accounts
receivable
222,428
52%
ACE PLUS
TECHNOLOGY
LIMITED
GLOBAL PMX
CO., LTD.
Parent and
subsidiary
Sales 519,097 100% 90 days
after
- - Accounts
receivable
258,728
100%
SEAMAX
MANUFACTURING
PTE., LTD. (in
Dongguan)

SEAMAX
INTERNATION
AL LTD.
The same
ultimate
parent
company
Sales 283,656 28% 90 days
after
- - Accounts
receivable
115,241
25%
SEAMAX
MANUFACTURING
PTE., LTD. (in
Dongguan)

ACE
PLUS
TECHNOLOGY
LIMITED
The same
ultimate
parent
company
Sales 519,872 51% 90 days
after
- - Accounts
receivable
258,728
56%
GLOBAL PMX
CO., LTD. (in
Zhejiang)
SEAMAX
INTERNATION
AL LTD.
The same
ultimate
parent
company
Sales 834,190 26% 90 days
after
- - Accounts
receivable
66,764
6 %

327

Global PMX Co., Ltd.

Receivables from Related Parties Amounting to at Least NT$100 Million or 20% of the Paid-In Capital December 31, 2019

Table 4

Unit: Amounts in Thousands of New Taiwan Dollars

Company Name Related Party Nature of
Relationships
Balance
of
Accounts
Receivable
from Related
Parties
Turnover
Ratio
Overdue Receivable-Related
Parties
Overdue Receivable-Related
Parties
Amounts
Received
in
Subsequent
Period
Allowance
for Bad
Debts
Amount Action
Taken
GLOBAL PMX CO.,
LTD.
SEAMAX
INTERNATIONAL
LTD.
Parent
and
subsidiary
$224,233 0.49
times
year
$ $ 36,919 $
SEAMAX
INTERNATIONAL
LTD.
GLOBAL PMX CO.,
LTD.
Parent
and
subsidiary
213,029 4.96
times
year
122,175
SEAMAX
INTERNATIONAL
LTD.
GLOBAL PMX CO.,
LTD.(in Zhejiang)
The
same
ultimate parent
company
222,428 0.49
times
year
35,113
ACE PLUS
TECHNOLOGY
LIMITED
GLOBAL PMX CO.,
LTD.
Parent
and
subsidiary
258,728 2.38
times
Year
99,741
SEAMAX
MANUFACTURING
PTE., LTD. (in
Dongguan)
SEAMAX
INTERNATIONAL
LTD.
The
same
ultimate parent
company
115,241 1.92
times
year
24,513
SEAMAX
MANUFACTURING
PTE., LTD. (in
Dongguan)
ACE PLUS
TECHNOLOGY
LIMITED
The
same
ultimate parent
company
258,728 2.38
times
year
54,308
GLOBAL ADVANCE
TECHNOLOGY
LIMITED
GLOBAL PMX CO.,
LTD.(in Zhejiang)
Parent
and
subsidiary
1,594,013 Note 1 -

Note 1: The calculation of turnover ratio excludes other receivables.

328

Global PMX Co., Ltd.

Name, Location and Other Related Information of Investees For the Year Ended December 31, 2019

Table 5 Unit:Amounts in Thousands of New Taiwan Dollar Unit:Amounts in Thousands of New Taiwan Dollar Unit:Amounts in Thousands of New Taiwan Dollar Unit:Amounts in Thousands of New Taiwan Dollar Unit:Amounts in Thousands of New Taiwan Dollar Unit:Amounts in Thousands of New Taiwan Dollar
y Investee
Company
Location Primary
Business
Activities
Original
Amount
Investment Share Held as of December 31,
2018
Net Income
(Losses) of
Investee for
the Period
Investment
Income
(Loss)
Recognized
by
the
Company for
thePeriod

Note
December
31, 2019
December
31, 2018
Shares Percentag
e (%)
Carrying
Amount
GLOBAL
PMX
CO.,
LTD.
FORTUNE
TOWER
HOLDING
CO.,LTD
TMF
Chambers,P.O.
Box 3269, Apia,
Samoa
General
Investment
$2,990,017 $2,681,767 100,750 100.00 $4,145,933 $347,859 $344,261
GLOBAL
PMX
CO.,
LTD.
SEAMAX
INTERNATIO
NAL LTD.
Offshore
Chambers ,P.O.
Box 217,Apia,
Samoa
Import and
export of
goods
28,995 28,995 1,000 100.00 30,562 60 60
GLOBAL
PMX
CO.,
LTD.
ACE
PLUS
TECHNOLOG
Y LIMITED
Offshore
Chambers ,P.O.
Box 217,Apia,
Samoa
Import and
export of
goods
1,564 1,564 50 100.00 1,356 (43) (43)
FORTUNE
TOWER
HOLDING
CO., LTD.
SEAMAX
MANUFACTURI
NG
PTE.
LIMITED
1004AXA Centre,
151 Gloucester
Road,
Wan
Chai,
Hong
Kong
General
Investment
363,000 363,000 12,200 100.00 609,486 94,961 94,961
FORTUNE
TOWER
HOLDING
CO.,LTD.
GLOBAL
WIN
LIMITED
Offshore
Chambers ,P.O.
Box 217,Apia,
Samoa
General
Investment
364,103 364,103 10,000 100.00 345,130 2,884 2,884
FORTUNE
TOWER
HOLDING
CO.,LTD.
GLOBAL
ADVANCE
TECHNOLOG
Y LIMITED
Offshore
Chambers ,P.O.
Box 217,Apia,
Samoa
General
Investment
2,235,534 1,927,104 72,750 100.00 3,280,186 264,947 264,947

Note: The share of profits/losses of investee includes the effect of unrealized gross profits/losses on intercompany transactions.

329

Global PMX Co., Ltd.

Information on Investment in Mainland China

For the Year Ended December 31, 2019

Table 6 Unit:Amounts in Thousands of New Taiwan Dollars

  1. The investee company in Mainland China, main business and products, total amount of paid-in capital, method of investment, accumulated outflow and inflow of investment from Taiwan, percentage of ownership, share of profits/losses, accumulated inward remittance of earnings.
Investee Company
in Mainland China

Primary Business Activities
Paid-In
Capital
Method of
Investment
(Note 1)
Accumulated
Outflow
Remittance for
Investment from
Taiwan as
of
January 1, 2018
Remittance of
Funds
Accumulated
Outward
Remittance
for Investment
from Taiwan
as
of
December 31,
2018
Net
Income of
the
Investee
for
the
Period
%
Ownership
of Direct
or Indirect
Investment
Investment
Gain
or
Loss
for
the Period
(Note 2)
Carrying
Amount as
of
December
31, 2018
Accumulated
Repatriation of
Investment Incom
as of December
31, 2018
e
Note
Outflow Inflow
SEAMAX
MANUFACTURING
PTE., LTD. (in
Dongguan)

Production and sales of computer hard
disk components, industrial control
components,
precision
die,
mold
standard parts, high-grade hardware,
high-end
construction
hardware,
plumbing equipment and hardware,
new
electronic
components,
automotive key components, anti-lock
braking system.
$359,046 2 $363,000 $ - $ - $363,000 $102,592 100.00 $102,592 $851,746 $ -
-
GLOBAL PMX
CO., LTD. (in
Dongguan)
Production and sales of disk drive
components,
new
electronic
components, plumbing equipment and
hardware,
automotive
key
components, anti-lock braking system.
294,300
2
364,103 - - 364,103 1,536 100.00 1,536 308,756 26,252

330

GLOBAL PMX
CO., LTD. (in
Zhejiang)
Development,
research,
production
and sales of various types of
large-capacity optical, disk drives
and components, semiconductor
components,
new
electronic
components,
digital
cameras,
precision
online
measuring
instruments, precision die, mold
standard
parts
and
medical
precision
parts,
automotive
precision parts.
1,459,120 2 1,055,339 - - 1,055,339 274,635 100.00 274,635 2,628,215
-
-
GLOBAL PMX
CO., LTD. (in
Jiaxing)
Development, research, production
and sales of automotive parts,
general parts, first-class medical
equipment, computer hardware
and
software,
electronic
components
technology
research and development.
600,700 2 292,450 308,250 - - 600,700 2,610 100.00 2,610 570,481 -
-

Note 1: Methods of investment are classified into following three categories:

  1. Direct investment in Mainland China

  2. The Company invested in a company located in Mainland China indirectly through an existing company in the third country.

3. Others

  • Note 2: Investment income or loss mentioned above is recognized based on the financial statements of the parent company in Taiwan which were reviewed by its accountants for the correspounding periods.

2. Limit on investment in Mainland China:

331

C o m p a n y
N a m e
Accumulated Outward
R e m i t t a n c e f o r
Investment in Mainland
China as of December 31,
2
0
1
8
Inve st me nt Amount
Authorized by Investment
C o m m i s s i o n
Upper Limit on the
Amount of Investment
Stipulated by Investment
Commission, MOEA
GLOBAL PMX CO., LTD.(Note)
$ 2,383,142
$ 3,312,578 $ -
  • Note: According to “Regulations screening of application to engage in technical cooperation in Mainland China”, the Company obtained the approval from the Industrial Development Bureau of Ministry of Economic Affairs issued to Headquarters on October 24 2017, and effective on October 19, 2017, so the amount the Company invested in Mainland China is not subject to the upper limit on the amount investment stipulated by investment commission, MOEA.

  • Investee companies in Mainland China endorsed/guaranteed or provided collaterals by entities located in third area: None.

  • Financing provided to or from investee companies in Mainland China directly and indirectly through third area: Please refer to Table 1 for more information.

  • Other transactions incurred significant impacts on profit or loss for the period or financial position for the period: None.

332

§ The Contents of Statement of Major Accounting Items §

Item
Major Accounting Items in Assets, Liabilities
and Equity
Statement of Cash and Cash Equivalents
Statement of Receivables
Statement of Other Receivables
Statement of Inventories
Statement of Changes in Investment Accounted
for Using Equity Method
Statement of Changes in Property, Plant
and Equipment
Statement of Changes in Intangible Assets
Repaid and Advance
Other Current Assets
Statement of Changes in Financial Assets
Measured at Fair Value Through Profit or
Loss- Non Current
Statement of Deferred Income Tax Assets
Statement of Current Borrowings
Statement of Account Payables
Statement of Other Payables
Statement of Other Current Liabilities
Statement of Deferred Income Tax
Accounting Items in Profit or Loss
Statement of Operating Revenue
Statement of Cost of Revenue
Statement of Operating Expenses
Statement of Administrative Expenses
Statement of Research and Development
Expense
Statement of The Net Amount of Other
Revenues and Gains and Expenses and Losses
Statement of Finance Costs
Statement nt of Labor, Depreciation and
Amortization by Function
Statement Index
Statement 1
Statement 2
Note 8
Statement 3
Statement 4
Note 11
Note 13
Note 14
Note 14
Note 7
Note 23
Statement 5
Statement 6
Note 18
Note 18
Note 23
Statement 7
Statement 8
Statement 9
Statement 9
Statement 9
Note 22
Note 22
Statement 10

333

Global PMX Co., Ltd. Statement of Cash and Cash Equivalents December 31, 2019

Statement 1
Item
Unit: Amounts in Thousands of New Taiwan Dolla
rs
Description
Amount
Unit: Amounts in Thousands of New Taiwan Dolla
rs
Description
Amount
Cash
Petty cash
Cash in banks
Checking accounts
and demand
deposits
Foreign currency
deposits
Deposit account





IncludingUS$ 7,541
thousand @29.98, HKD
582 thousand
@3.849, EUR
4,[email protected],
JPY 3,310thousand
@0.276, RMB
14,077 thousand@4,305

$ 41
344,857
432,869
350,766
$1,128,533

334

Global PMX Co., Ltd. Statement of Receivables December 31, 2018

Statement 2

Unit: Amounts in Thousands of New Taiwan Dollars

Client Name Description
Amount
Description
Amount
Non-related parties
SGTTH
USCPR
SGT510
VTCZ
CVDUS
Others (Note)
Related Parties
SIWS
Total
LessAllowance for
uncollectible accounts
Payments






Payments

(
$ 148,415
90,869
58,897
59,543
53,481
264,431
224,233
899,869

8,280)
$ 891,589

Note: The amount of individual client included in others does not exceed 5% of the account balance.

335

Global PMX Co., Ltd. Statement of Inventories December 31, 2019

Statement 3

Unit: Amounts in Thousands of New Taiwan Dollars

Item Cost
Market Value
Cost
Market Value
Cost
Market Value
Finished goods $ 89,039 $ 115,017

336

Global PMX Co., Ltd.

Statement of Changes in Investments Accounted for Using Equity Method For the Year Ended December 31, 2019

Statement 4

Unit: Amounts in Thousands of New Taiwan Dollars

Balance, Januar y 1, 2019
Additions in Inv
estment
Decrease in
Investment
C umulative Balance, December 31, 201 8
Market Value or Net
Assets
Value

al Amount
Collater
al
Note
Investees
Shares
(In
Thousands)
Amount
Shares
(In
Thousands)
A
mount
Shares
(In
Thousan
ds)
Amo
unt
Inve
inco
lo
st
m
ss
ment
e
)
tra
adj
nslation
ustment
Si
of
d
fs
e stream
et
Cash
dividends
Shares
(In
Thousands)

Shares
Amount
Unit
Price
Tot
Fortune
Tower
Holding Co.,
Ltd
90,750
Seamax
International
Ltd.
1,000
Ace
Plus
Technology
Limited
50
$ 3,683,837
10,000
31,252
1,432

$3,716,521
$ 308,280
$ -
-
-
-
-
$308,250
$ -

(
$347,859
( $ 60
43)
$347,876
190,415 )
(
( 750)
(33)

( $191,198)
3,598)
$ 100,750
100
-
1,000
100
-
50
100
($ 3,598)
$ -
$4,145,933
41.21

30,562
30.56
1,356
27.12
$4,177,851
$ 4,151,620
Nil
30,562
Nil
1,356
Nil
$4,183,538
$

337

Global PMX Co., Ltd. Statement of Current Borrowings December 31, 2018

Statement 5

Unit: Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Type Bank
Contract Period Interest
Rates
(%)
Loan
Commitme
nts
Collateral
Balance,
End
of
Year
Credit loan
Total
Bank
SinoPac

DBS
Bank

DBS
Bank

Citi Bank
HSBC

TFCB
2019.12.09~2020.02.20
2019.10.17~2020.01.17
2019.12.27~2020.03.27
2019.12.27~2020.01.10
2019.12.18~2020.08.31
2019.10.31~2020.04.28
0.90
1.00
1.00
0.92
0.98
0.85
$ 290,000
40,000

35,000
128,000

35,000

280,000

$ 808,000
$ 299,800
Nil
449,700

-

149,900

209,860

359,760

$ 1,469,020

Note: As of the end of 2019, the short-term loans amount that the Company has not used were 822,561thousand.

338

Global PMX Co., Ltd. Statement of Accounts Payables December 31, 2019

Statement 6

Unit: Amounts in Thousands of New Taiwan Dollars

Vendor Name Description
Amount
Description
Amount
Non related parties
NTXCA
STDE
TSDCH
DEGDE
Others (NOTE)
Related parties
SIWS
APWS
SIXXON
Payment for goods







Payment for goods





$ 13,245
5,895
2,650
2,034
77
$ 23,901
$213,029
258,728
78,504
$ 550,261

Note: The amount of individual vendor in others does not exceed 5% of the account balance.

339

Global PMX Co., Ltd. Statement of Operating Revenue For the Year Ended December 31, 2019

Statement 8
Unit: Amounts in Thousands of New Taiwan Dollars
Item
Description
Amount
Statement 8
Unit: Amounts in Thousands of New Taiwan Dollars
Item
Description
Amount
Statement 8
Unit: Amounts in Thousands of New Taiwan Dollars
Item
Description
Amount
Total operating
revenue
Automotive, electronics and
medical equipment
Lessoperating
returns and
allowances
Net operating
Revenue

(
$ 2,437,888

23,035)
$ 2,414,853

340

Global PMX Co., Ltd. Statement of Cost of Revenue For the Years Ended December 31, 2019

Statement 9 Unit: Amounts in Thousands of New Taiwan
Dollars
Item Amount
Finished goods-beginning of year $
58,952
AddFinished goods purchased 1,824,242
LessTransferred to operating expense ( 3,011)
Finished goods-end of year ( 89,039)
Cost of goods sold $ 1,791,144

341

Global PMX Co., Ltd.

Statement of Operating Expenses

For the Years Ended December 31, 2019

Statement 10

Unit: Amounts in Thousands of New Taiwan Dollars

Item Selling
Expenses
Selling
Expenses
Administrati
ve Expenses
Administrati
ve Expenses
Research
and
Developmen
t Expenses
Total
Research
and
Developmen
t Expenses
Total
Research
and
Developmen
t Expenses
Total
Labor costs
Insurance
Commission
Service costs
Development
expense
Others (Note)


$ 14,419
-
11,088
-
-
7,336
$ 32,843


$ 57,678
5,551
-
4,563
-
10,316
$ 78,108


$ 24,032

-
-
-
4,126
438

$ 28,596
$ 96,129
5,551
11,088
4,563
4,126
18,090
$ 139,547

Note: The amount of each item in others does not exceed 5% of the account balance.

342

Global PMX Co., Ltd.

Statement of Labor, Depreciation and Amortization by Function For the Years Ended December 31, 2019 and 2018

Statement 11

Unit: Amounts in Thousands of New Taiwan Dollars

2019 2019 2019 2018 2018 2018 2018
Cost of
Revenue
Operating
Expenses
Total Cost of
Revenue
Operating
Expenses
Total
Labor costNote
Salary

Health
Insurance
Pension

Board
compensat
ion
Other
Employee
benefits


Depreciation


Amortization







$ -
-
-
-
-

$ -


$ -


$ -









$ 81,600
5,135
2,548
11,981
4,768

$106,032


$ 233


$ 38









$ 81,600
5,135
2,548
11,981
4,768

$106,032


$ 233


$ 38









$ -
-
-
-
-
$ -

$ -

$ -









$ 87,322
4,878
2,649
10,445
4,346

$109,640


$ 463


$ 227
$ 87,322
4,878
2,649
10,445
4,346
$109,640
$ 463
$ 227

Note: As of December 31, 2019 and 2018, the Company had 70 and 68 employees for 2019, 2018, and there were 8 non-employee directors for both years.

343