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GUC AGM Information 2021

May 31, 2021

52327_rns_2021-05-31_a5e1143d-0768-4393-9cc4-b26d5d73045e.pdf

AGM Information

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TWSE 3443

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2021 Annual General Shareholders’ Meeting Handbook

Date: May 20, 2021 Place: 3[rd] Floor, No. 10, Li-Hsin 6th Road, Hsinchu Science Park , Hsinchu, Taiwan

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Table of Contents

I.Meeting Procedure 1
II.Meeting Agenda 2
1. Call Meeting to Order 3
2. Chairman's Address 3
3. Report Items 3
4. Matters for Ratification 4
5. Other Business and Special Motion 4
III.Attachments
1.Business Report 5
2.Audit Committee’s Review Report 10
3.Independent Auditors’ Report and 2020 Financial Statements 11
4.Profit Allocation Proposal 28
IV.Appendix
1.Shareholdings of All Directors 29
2.The Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate 29

Global Unichip Corp. 2021 Annual General Shareholders’ Meeting Procedure

1. Call Meeting to Order

  1. Chairman's Address

  2. Report Items

4. Matters for Ratification

  1. Other Business and Special Motion

  2. Meeting Adjourned

1

Global Unichip Corp. 2021 Annual General Shareholders’ Meeting Agenda

Time 9:30 a.m. on Thursday, May 20, 2021

  • Place 3[rd] Floor, No. 10, Li-Hsin 6th Road, Hsinchu Science Park , Hsinchu , Taiwan

Attendance All shareholders or their proxy holders

Chairman Dr. F.C. Tseng, Chairman of the Board of Directors

1. Call Meeting to Order

2. Chairman's Address

3. Report Items

(1) To report the business of 2020

  • (2) The communication between convener of Audit Committee & independent directors and internal audit officer, and 2020 Audit Committee's Review Report

  • (3) To report 2020 Employees' Cash Bonus and Directors' Compensation

  • (4) To report the modification of Procedures for Ethical Corporate Management and Guidelines of Conduct

4. Matters for Ratification

(1) To Accept 2020 Business Report and Financial Statements

(2) To Approve the Proposal for Distribution of 2020 Profits

Voting by poll

5.Other Business and Special Motion

6. Meeting Adjourned

2

1. Call Meeting to Order

2. Chairman's Address

3. Report Items

  • (1)To Report the Business of 2020 Proposed by the Board of Directors Explanation 2020 Business Report is attached as Attachment 1 (page 5-9).

(2) The communication between convener of Audit Committee & independent directors and internal audit head, and 2020 Audit Committee's Review Report Proposed by the Board of Directors

Explanation

  1. Internal Audit head presents the findings of all audit reports and communicates follow-up reports with independent directors during the Audit Committee's quarterly meetings and all important content of communication and interaction is recorded in the minutes of the meetings.Monthly report is also provided from internal audit head for timely reports and communications with independe directors. The communication channels are seamless

  2. 2.Audit Committee’s Review Report is attached as Attachment 2 (page 10).

(3)2020 Employees' Cash Bonus and Compensation and Directors'

Remuneration Report Report Proposed by the Board of Directors

Explanation:

  1. 2020 Employees' Cash Bonus is NTD133,640,338; 2020 Employees’ Compensation is NTD133,640,338, Total NTD267,280,676.

  2. 2020 Directors' Remuneration is NTD11,993,795.

(4) To report the modification of Procedures for Ethical Corporate Management and Guidelines of Conduct Report Proposed by the Board of Directors

Explanation:

In order to follow amendments to related commercial laws, the Company hereby proposes to amend the Procedures for Ethical Corporate Management and Guidelines of Conduct Report. Please refer to the Chinese version of the Handbook for details.

3

4. Matters for Ratification

(1)To Accept 2020 Financial Statements and Business Report

Proposed by the Board of Directors

Explanation

  1. Global Unichip Corporation’s (the Company) 2020 Financial Statements, including the balance sheets, statements of comprehensive income, statements of changes in equity, and statements of cash flows, were audited by independent auditors, Kao Yi Hsin and Huang Yu Feng, of Deloitte & Touche¸ agreed by the Audit Committee of the Company and approved by the Board.

  2. 2020 Business Report was approved by the Board and examined by the Audit Committee of the Company.

  3. 2020 Business Report and Financial Statements are attached as Attachments 1 and 3 (page 5-9 and 11-27).

(2) To Approve the Proposal for Distribution of 2020 Profits

Proposed by the Board of Directors

Explanation :

  1. The Proposal for Distribution of 2020 Profits was approved by the Board and examined by the Audit Committee of the Company.

  2. The proposed profits distribution is allocated from 2020 Retained Earnings Available for Distribution NT$ 670,059,555. Each common shareholder will be entitled to receive a cash dividend of NT$5.0 per share. The total amount paid to each shareholder shall be in whole NT dollars and any fractional amount less than one NT dollar shall be rounded-down full NT dollar. The resulting difference shall be recognized as the Company income.

  3. The total amount of common shares outstanding may change and the ultimate cash dividend to be distributed to each common share may need to be adjusted accordingly should the Company subsequently repurchase its common shares or other reasons. It is proposed that the Chairman of Board of Directors of the Company be authorized to adjust the cash dividend to be distributed to each common share based on the total amount of profits resolved to be distributed and the number of actual common shares outstanding on the record date for distribution. The Board of Directors is authorized to determine the Record Date .

  4. 2020 Profit Allocation Proposal is attached as Attachment 4 (page 28).

5. Other Business and Special Motion

6. Meeting Adjourned

4

Attachment 1

Business Report

Dear Shareholders,

Instead of an anticipated bottom and gradual recovery in 2020, US-China trade war and the emergence of COVID-19 in the begging of 2020 was expected to drive another contraction in the overall semiconductor market. However, the impact of COVID-19 and the subsequent shelter in place orders and shutdowns have had an uneven impact on the semiconductor markets. Despite the impact of COVID-19 on the global economy, the semiconductor market performed better than expected in 2020, fueled by the growth in cloud computing and demand for devices to support remote work and learning. As one of the most successful places in the world in dealing with COVID-19 to weather the storm, Taiwan also benefited from surge in demand in the world for Taiwanese electronics looking to diversify supply chain risk. In 2020, semiconductors helped make Taiwan Asia’s top-performing economy. GUC’s performance in 2020 was also satisfying and continued its profitable growth path with a revenue record year beset by Covid-19 disruptions. GUC achieved full year consolidated net revenues of NT $13.57 billion and consolidated earnings per share of NT $6.34 in 2020.

2020 Business Overview

In 2020, worldwide ASIC market continued to demonstrate healthy growth, which was driven by new emerging applications in various industries to boost performance and robust demand from China's chipmaking industry encouraged by its government to develop China's homegrown chip. Driven by strong market demand, GUC had performed a profitable growth mode in 2020, our revenue hit a record high. Both NRE and Turnkey revenue were growing despite disruptions from the Covid-19 pandemic.

In 2020, NRE revenue enjoyed a pickup in growth, at YoY of 44%, which was 、 mainly benefited from AI 5G/Networking, and increase of advanced technology NRE projects. The growth of Turnkey, at YoY of 19%, was driven by applications of “remote economics”, and they include Game, Solid State Storage Data Center and Drone.

Gross margin for 2020 declined compared to 2019, which was due to an increase of the NRE revenue from “strategic projects” where GUC provided post design engineering and production service to those customers who completed SoC design in-house. Gross margin of these projects is lower because of less SoC design technology involved. Although those projects would affect short term gross margin rate, but they will have positive effect in both revenue and EPS when starting production.

In 2020, GUC continued R&D investment heavily in our capability to migrate to

5

advanced technology and advanced package technology (APT) & related IP’s. Based on trust from world-class customers, revenue and profitability contribution of repeating business was robust to support continuous R&D investment into new growing segments. In 2020, about 33% revenue of GUC is for 7nm & 16/12nm process nodes, improved significantly from 2019.Number of 7nm & 16/12nm tapeout projects was gradually increasing, and major applications of those projects are AI and 5G/Networking. Further, in response to market demand, GUC focused the APT business onto a one-stop shopping service with related niche IP’s in chip and in system to assist customers in improving their market leadership.

2020 Financial Performance

Total revenues for 2020 was NT$13,570 million, up by 27% compared to NT$10,710 million in 2019. Net income was NT$850 million, up by 34% compared to the previous year. 2020 EPS was NT$6.34, up by 34% compared to 2019 EPS of NT$4.73. Both revenue and net income increased and growth of profitability outpaced growth of revenue, which was mainly attributed to well management of operating expense.

Gross margin for 2020 was 30%, declined around 3 ppt compared to 33% in 2019, main reason is GP(%) of NRE in 2020 was lower because of more contribution from strategic projects. Operating margin in 2020 was 7.1%, increased compared to 6.5% in 2019. And net profit margin was 6.3%, improved 0.4 ppt compared to 5.9% in 2019.

2020 Technological Development

In order to maintain our technology leading position, GUC continued investment in research and development. In addition, design capability for the most advanced process nodes is the key factor in ensuring revenue and profit growth for ASIC design service companies. In 2020, about 33% revenue of GUC is for 7nm & 16/12nm process nodes. Our patent portfolio consists of 381 patents at the end of 2020 to demonstrate GUC's continued ability to innovate.

GUC’s remarkable technology breakthrough and innovative achievement in 2020 are as follows:

  • ˙ Combined with TSMC InFO/CoWoS packaging technology, GUC has proposed the chip interconnection IP "GLink:" in 6nm and 7nm. The silicon has been verified in 4Q20 and is ready to provide customers with complete multi-chip interconnect solutions.

  • ˙ Combined with TSMC InFO/CoWoS packaging technology, GUC has taped out the next-generation chip interconnection IP "GLink 2.0" in 5nm, and silicon verification is expected to be completed in 3Q21.

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  • ˙ Completed the tape-out of 5nm and 7nm GLink-3D IP testchip for 3D SoIC in 1Q21.

  • ˙ GUC has successfully enabled the mass production of HBM2/CoWoS for 4 different customers with their large SoC design. The configuration ranges from 2 to 4 HBM2 memory dies, and the main applications are AI and HPC.

  • ˙ In combination of TSMC CoWoS packaging technology, GUC provides world's 1st silicon-proven 3.6G HBM2E (PHY & Controller) IP total solution. The solution has been adopted by customer SoCs in 5nm and 7nm and is expected to be taped out in 2021.

  • ˙ Successfully developed customer switch ASIC chip for hyperscale datacenter in 7nm, which integrated more than 200 lanes of 112G-LR SerDes, and went into mass production in 4Q20.

  • ˙ GUC has successfully taped out and verified the 6nm testchip in 1Q and 4Q20, respectively. GUC is ready to enable customers to adopt design platform and production in 6nm.

  • ˙ Adopting TSMC advanced process nodes, GUC has successfully integrated multiple customer AI/HPC SoCs for hyperscale data center with 2.5D packaging technology, and has also assisted customers to go into mass production in 2021.

  • ˙ GUC has collaborated with a 5G leading company on analog front-end (AFE) IP in 12nm, which supports both mmWave and sub-6GHz bands. The design has been silicon proven and adopted by a leading customer. It is expected to be taped out in 1Q21.

  • ˙ Completed 12nm 32G SerDes silicon verification in May'20 and ready for AI/HPC/Networking applications.

  • ˙ Completed 7nm 32G SerDes silicon verification in Jul'20 and ready for AI/HPC/Networking applications.

  • ˙ Completed 5nm TCAM tape-out in Oct'20, and the silicon is expected to be verified in 2Q21.

  • ˙ GUC's unique design capability offers customers with ultra-low-power solutions

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needed by AI SoC chips, and can satisfy the requirements of edge computing. GUC has also assisted customers to go into mass production with success.

  • ˙ GUC's industry-leading spec-in service capability has successfully assisted a hyperscale data center AI chip customer and a renowned consumer electronics chip customer to go mass productions in 2020.

2021 Outlook

As the world starts a post COVID-19 recovery in 2021 and beyond, the semiconductor industry will continue to evolve, when people’s daily lives now depend on chip technology, and nothing has been left untouched by semiconductors. Further, technology inflections such as 5G wireless, artificial intelligence and machine learning are driving chip sales. And trade wars will continue to smoulder in 2021, so firms, especially those in China, still need to aggressively move to a more diversified form of globalisation. Factors mentioned above will continuously drive growth of ASIC industry. To grab this opportunity of growth, GUC will actively enhance our technology and professional design ability and continue to expand our market share in ASIC design services.

Expected Sales

、 AI 5G/Networking will be long-term drivers for semiconductor industry, and GUC will keep investment on leading technology to provide with more added value and continue to create differentiated competitive advantages from competitors. While there are still many uncertainties in the worldwide economy, GUC has a wide range of customers around the world, with chips designed and mass produced for customers covering a wide range of electronics applications and being used in a variety of end markets. Such a variety of chip production helps to mitigate fluctuations in demand. Further, market demand will continue to be driven by the diversification of end-use applications and the trend of China's homegrown chip, the proportion of sales from advanced nodes will also be further boosted, so GUC’s operational growth in 2021 can be expected.

Production and Marketing Policy

Looking into 2021, GUC will keep choosing projects with a still cautious attitude with existing R&D capacity, and committed to R&D capacity strengthening to achieve long term trend of profitable growth, which is based on Technology Leadership in APT, Design Engineering Excellence and Customer Trusted Service, and promise not to compete with our customers.

In addition to providing design service for advanced nodes, GUC also focused the APT business onto a service with niche IP’s in chip and in system to provide customers a SiP total solution. The solution is needed in HPC applications, particularly in AI processor and high performance networking. Those niche IP’s,

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、 including silicon proven HBM2E/3, GLink CoWoS and InFO, are in world IP leading position and consistent with our customers demand in AI and 5G/Networking application to shorten NRE design cycles and take shorter time to ramp into production.

The Impact of External Competiveness, Regulatory, Environment, and Macroeconomics

In addition to focusing on technology development, GUC values corporate governance and has always sought to fulfill our corporate social responsibility. Not only independently but also through close cooperation with our upstream and downstream suppliers. GUC was also awarded “the Top 5% companies” in the Information Disclosure Assessment and Evaluation of Listed Companies by Taiwan Stock Exchange for 6 consecutive years. Furthermore, GUC has compiled a Corporate Social Responsibility (CSR) report every year since 2011, specifically exposing how we can effectively improve our information transparency in response to important issues such as economic, environmental, social, and corporate governance that stakeholders are concerned about.

Even there are still short-term uncertainties in 2021, GUC is confident about our operational objectives, through sound financial structure, and long-term in-depth cooperation with core customers. GUC will continue to invest on advanced technology IP, design engineering and advanced packaging advanced technology, and collaborate with world-class partners and customers to enable more advanced technology development and continuous innovation. GUC will move towards the goal of profitability growth and create more value for shareholders and customers.

Finally, thank once again with sincerity for all shareholders、customers、 、 vendors employees and the society for your continuing support. Please continue to work with us to create value for our stakeholders. We wish you all the best of health and prosperity in the year ahead.

GLOBAL UNICHIP CORPORATION

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F.C. Tseng Chairman

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Ken Chen President

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Attachment 2

Audit Committee’s Review Report

The Company’s 2020 Financial Statements have been agreed by Audit Committee members of the Company and approved by the by the Board of Directors. The CPA firm of Deloitte & Touche was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements.

The Board of Directors has prepared the Company’s 2020 Business Report and proposal for allocation of profits. The 2020 Business Report and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Exchanfe Act and the Company Law, we hereby submit this report.

Global Unichip Corp.

Chairman of the Audit Committee Benson Liu

January 28, 2021

10

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Global Unichip Corp.

Opinion

We have audited the accompanying consolidated financial statements of Global Unichip Corp. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of 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, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

11

Valuation of inventory

Due to the current rapid changes in technology and the high level of competition in the business environment, the prices of products are fluctuating quickly; consequently, the changes in the net realizable value of inventory could have a material impact on the financial statements. As of December 31, 2020 the carrying amount of inventory was NT$1,674,466 thousand, which accounted for 17% of the total assets in the consolidated balance sheet. Please refer to Notes 4, 5 and 8 to the consolidated financial statements for the details of the information and accounting policy about inventory. The Company’s primary business is rendering of services and producing and selling of products in the semiconductor industry. The rapid technological changes in the semiconductor industry require management to timely estimate possible loss on inventory that is expected to be scrapped or disposed of according to the Company’s inventory control and accounting policy and the clients’ demands. As uncertainty exists in management’s judgment when determining loss on inventory, the valuation of inventory has been identified as a key audit matter.

Our key audit procedures performed in respect of this area included the following:

  1. We obtained an understanding of the design of the key controls over the valuation of inventory.

  2. We obtained the inventory aging report, and we verified the accuracy and completeness of the report by agreeing the age interval, quantity, and amount to the supporting documents of inbound inventory. We assessed the reasonableness of allowance for inventory loss by recalculating the amount in accordance with the stated valuation policy for the inventory.

  3. We performed a retrospective review of past estimates to determine the reasonableness of the past judgments with reference to actual amounts of inventory loss.

Other Matter

We have also audited the parent company only financial statements of Global Unichip Corp. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission 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.

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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.

  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 and appropriate audit evidence on the financial information of components constituting 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 statements 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yih-Shin Kao and Yu Feng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

January 28, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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GLOBAL UNICHIP CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or loss
(Note 7)
Contract assets (Note 16)
Accounts receivable, net (Notes 6 and 16)
Receivables from related parties (Note 27)
Inventories (Note 8)
Other financial assets
Other current assets (Note 12)
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment (Note 9)
Right-of-use assets (Note 10)
Intangible assets (Note 11)
Deferred income tax assets (Note 21)
Refundable deposits (Note 27)
Pledged time deposits (Note 28)
Total non-current assets
TOTAL
December 31, 2020
Amount
%
$ 3,896,753
40
730,000
7
-
-
1,137,071
12
37,371
-
1,674,466
17
383
-

742,068

8

8,218,112
84
778,354
8
238,263
3
443,885
5
20,285
-
24,713
-

22,200

-

1,527,700
16
$ 9,745,812
100
December 31, 2019
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 2,541,628
30
Contract liabilities (Note 16)
Accounts payable
-
-
Payables to related parties (Note 27)
324,965
4
Accrued employees’ compensation and remuneration to
1,377,203
17
directors (Note 23)
41,108
-
Payables on machinery and equipment
1,778,484
21
Current tax liabilities (Note 21)
342
-
Lease liabilities - current (Notes 10, 24 and 27)

552,198

7
Accrued expenses and other current liabilities (Notes 13
and 27)

6,615,928
79
Total current liabilities
982,487
12
NON-CURRENT LIABILITIES
248,327
3
Deferred income tax liabilities (Note 21)
412,047
5
Lease liabilities - non-current (Notes 10, 24 and 27)
38,810
1
Other long-term payables (Note 13)
20,916
-
Net defined benefit liabilities (Note 14)

22,200

-
Guarantee deposits (Note 24)

1,724,787
21
Total non-current liabilities
Total liabilities
EQUITY (Note 15)
Share capital
Capital surplus
Retained earnings
Appropriated as legal reserve
Appropriated as special reserve
Unappropriated earnings
Others
Total equity
$ 8,340,715
100
TOTAL
December 31, 2020
Amount
%
$ 2,381,778
24
682,090
7
379,010
4
145,634
1
4,171
-
95,526
1
53,693
1

1,150,230
12

4,892,132
50
63,100
1
189,398
2
74,921
1
36,320
-

2,957

-

366,696

4

5,258,828
54
1,340,119
14
32,618
-
825,628
8
20,745
-
2,290,027
24

(22,153)

-

4,486,984
46
$ 9,745,812
100
December 31, 2019


























Amount
%
$ 1,109,042
13
783,908
9
750,637
9
80,691
1
58,524
1
76,627
1
50,955
-

727,853

9

3,638,237
43
41,826
1
199,622
3
112,877
1
32,104
-

3,075

-

389,504

5

4,027,741
48
1,340,119
16
32,578
1
762,708
9
8,636
-
2,189,678
26

(20,745)

-

4,312,974
52
$ 8,340,715
100

The accompanying notes are an integral part of the consolidated financial statements.

15

GLOBAL UNICHIP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 16 and 27)
COST OF REVENUE (Notes 23 and 27)
GROSS PROFIT
OPERATING EXPENSES
Sales and marketing (Notes 23 and 27)
General and administrative (Notes 23 and 27)
Research and development (Notes 23 and 27)
Expected credit loss (Note 6)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 17)
Other income (Notes 10 and 18)
Other gains and losses (Note 19)
Finance costs (Notes 20 and 27)
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 21)
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss
Remeasurement of defined benefit plans (Note 14)
Items that may be reclassified subsequently to profit or
loss
Exchange differences on translation of foreign
operations (Note 15)
Other comprehensive income (loss) for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE (Note 22)
Basic earnings per share
Diluted earnings per share
2020
Amount
%
$ 13,569,441
100

9,498,564
70

4,070,877
30
266,020
2
336,914
3
2,504,010
18

-

-

3,106,944
23

963,933

7
12,353
-
67,683
-
(38,781)
-

(3,625)

-

37,630

-
1,001,563
7

151,556

1

850,007

6
(4,569)
-

(1,408)

-

(5,977)

-
$ 844,030
6
$ 6.34
$ 6.32
2019




























Amount
%
$ 10,710,068
100

7,180,057
67

3,530,011
33
283,990
2
309,356
3
2,219,515
21

19,921

-

2,832,782
26

697,229

7
25,397
-
68,844
-
(5,031)
-

(3,337)

-

85,873

-
783,102
7

149,635

1

633,467

6
(4,263)
-

(12,109)

-

(16,372)

-
$ 617,095
6
$ 4.73
$ 4.71

The accompanying notes are an integral part of the consolidated financial statements.

16

GLOBAL UNICHIP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

BALANCE, JANUARY 1, 2019
Appropriation and distribution of prior year's earnings
Legal reserve
Reversal of special reserve
Cash dividends to shareholders - NT$5.00 per share
Total
Dividends from claims extinguished by prescription
Net income in 2019
Other comprehensive income (loss) in 2019, net of income tax
Total comprehensive income (loss) in 2019
BALANCE, DECEMBER 31, 2019
Appropriation and distribution of prior year's earnings
Legal reserve
Special reserve
Cash dividends to shareholders - NT$5.00 per share
Total
Dividends from claims extinguished by prescription
Net income in 2020
Other comprehensive income (loss) in 2020, net of income tax
Total comprehensive income (loss) in 2020
BALANCE, DECEMBER 31, 2020
Share Capital- Common Stock
Share
(In Thousands)
Amount
Capital Surplus
134,011
$ 1,340,119
$ 32,543
-
-
-
-
-
-

-

-

-

-

-

-
-
-
35
-
-
-

-

-

-

-

-

-
134,011
1,340,119
32,578
-
-
-
-
-
-

-

-

-

-

-

-
-
-
40
-
-
-

-

-

-

-

-

-
134,011
$ 1,340,119
$ 32,618
Retained Earnings Others
Foreign
Currency
Translation
Reserve
$ (8,636)

-
-

-


-

-
-

(12,109)


(12,109)

(20,745)
-
-

-


-

-
-

(1,408)


(1,408)

$ (22,153)
Total Equity
$ 4,365,904
-
-

(670,060)

(670,060)
35
633,467

(16,372)

617,095
4,312,974
-
-

(670,060)

(670,060)
40
850,007

(5,977)

844,030
$ 4,486,984









Share
(In Thousands)
134,011

-
-

-


-

-
-

-


-

134,011
-
-

-


-

-
-

-


-

134,011









Legal
Reserve
$ 663,892

98,816
-

-


98,816

-
-

-


-

762,708
62,920
-

-


62,920

-
-

-


-

$ 825,628
Special
Unappropriated
Reserve
Earnings
$ 10,940
$ 2,327,046

-
(98,816)
(2,304)
2,304

-

(670,060)


(2,304)

(766,572)

-
-
-
633,467

-

(4,263)


-

629,204

8,636
2,189,678
-
(62,920)
12,109
(12,109)

-

(670,060)


12,109

(745,089)

-
-
-
850,007

-

(4,569)


-

845,438

$ 20,745
$ 2,290,027
Total
$ 3,001,878
-
-

(670,060)

(670,060)
-
633,467

(4,263)

629,204
2,961,022
-
-

(670,060)

(670,060)
-
850,007

(4,569)

845,438
$ 3,136,400

The accompanying notes are an integral part of the consolidated financial statements.

17

GLOBAL UNICHIP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Amortization
Expected credit loss
Gain on financial assets at fair value through profit or loss
Finance costs
Interest income
Loss on disposal of property, plant and equipment, net
Gain on foreign exchange, net
Gain on lease modification
Changes in operating assets and liabilities:
Contract assets
Accounts receivable (including related parties)
Inventories
Other financial assets
Other current assets
Contract liabilities
Accounts payable (including related parties)
Accrued employees’ compensation and remuneration to directors
Accrued expenses and other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at fair value through profit or loss

Property, plant and equipment
Intangible assets
Proceeds from disposal of:
Financial assets at fair value through profit or loss
Refundable deposits paid
Refundable deposits refunded
Interest received

Net cash used in investing activities
2020
$ 1,001,563

370,910
306,821
-
(2,802)
3,625
(12,353)
-
(8,000)
-
324,965
225,520
104,018
-
(168,215)
1,272,736
(483,462)
64,943
376,015

(353)

3,375,931

(86,009)


3,289,922

(3,610,000)

(161,391)
(322,203)
2,882,802
(8,435)
4,577

12,312

(1,202,338)
2019
$ 783,102
345,217
252,857
19,921
(944)
3,337
(25,397)
3
(10,860)
(26)
(267,989)
(543,150)
(503,530)
196
(51,502)
239,868
292,996
(86,742)
(182,745)

(392)
264,220

(156,267)

107,953
(2,085,000)
(490,304)
(271,317)
2,085,944
(4,797)
4,375

25,704

(735,395)
(Continued)

18

GLOBAL UNICHIP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Guarantee deposits received

Guarantee deposits refunded
Repayment of the principal portion of lease liabilities
Cash dividends paid
Interest paid
Dividends from claims extinguished by prescription reclassified to
capital surplus

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR
2020
$ 51

(21)
(57,495)
(670,060)
(3,625)

40


(731,110)


(1,349)

1,355,125


2,541,628

$ 3,896,753
2019
$ 40
(33)
(53,241)
(670,060)
(3,337)

35

(726,596)

(10,525)
(1,364,563)

3,906,191
$ 2,541,628

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

19

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Global Unichip Corp.

Opinion

We have audited the accompanying parent company only financial statements of Global Unichip Corp. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, statements of changes in equity and statements of 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 financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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

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 for the year ended December 31, 2020. 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.

Valuation of inventory

Due to the current rapid changes in technology and the high level of competition in the business environment, the prices of products are fluctuating quickly; consequently, the changes in the net realizable value of inventory could have a material impact on the parent company only financial statements. As of December 31, 2020 the carrying amount of inventory was NT$1,457,605 thousand, which accounted for 15% of the total assets in the parent company only balance sheet. Please refer to Notes 4, 5 and 8 to the parent company only financial statements for the details of the information and accounting policy about inventory. The Company’s primary business is rendering of services and producing and selling of products in the semiconductor industry. The rapid technological changes in the semiconductor industry require management to timely estimate possible loss on inventory that is expected to be scrapped or disposed of according to the Company’s inventory control and accounting policy and the clients’ demands. As uncertainty exists in management’s judgment when determining loss on inventory, the valuation of inventory has been identified as a key audit matter.

20

Our key audit procedures performed in respect of this area included the following:

  1. We obtained an understanding of the design of the key controls over the valuation of inventory.

  2. We obtained the inventory aging report, and we verified the accuracy and completeness of the report by agreeing the age interval, quantity, and amount to the supporting documents of inbound inventory. We assessed the reasonableness of allowance for inventory loss by recalculating the amount in accordance with the stated valuation policy for the inventory.

  3. We performed a retrospective review of past estimates to determine the reasonableness of the past judgments with reference to actual amounts of inventory loss.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 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 error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

21

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

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

  3. Obtain sufficient and appropriate audit evidence on the financial information of components constituting the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope 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 statements 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 December 31, 2020, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yih-Shin Kao and Yu Feng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

January 28, 2021

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

22

GLOBAL UNICHIP CORP.

PARENT COMPANY ONLY BALANCE SHEETS (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or
loss (Note 7)
Contract assets (Note 17)
Accounts receivable, net (Notes 6 and 17)
Receivables from related parties (Note 28)
Inventories (Note 8)
Other financial assets
Other current assets (Note 13)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using equity method (Note
9)
Property, plant and equipment (Note 10)
Right-of-use-assets (Note 11)
Intangible assets (Note 12)
Deferred income tax assets (Note 22)
Refundable deposits (Note 28)
Pledged time deposits (Note 29)
Total non-current assets
TOTAL
December 31, 2020
Amount
%
$ 3,443,560
37
730,000
8
-
-
1,135,929
12
37,371
-
1,457,605
15
316
-

709,814

8

7,514,595
80
488,190
5
759,457
8
183,867
2
443,866
5
20,008
-
7,289
-

22,200

-

1,924,877
20
$ 9,439,472
100
December 31, 2019
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 2,298,887
28
Contract liabilities (Note 17)
Accounts payable
-
-
Payables to related parties (Note 28)
324,965
4
Accrued employees’ compensation and remuneration
1,377,203
17
to directors (Note 24)
41,108
-
Payables on machinery and equipment
1,778,484
21
Current tax liabilities (Note 22)
330
-
Lease liabilities - current (Notes 11, 25 and 28)

464,689

6
Accrued expenses and other current liabilities
(Notes 14 and 28)

6,285,666
76
Total current liabilities
NON-CURRENT LIABILITIES
382,627
5
Deferred income tax liabilities (Note 22)
961,415
12
Lease liabilities - non-current (Notes 11, 25 and
174,807
2
28)
411,954
5
Other long-term payables (Note 14)
38,744
-
Net defined benefit liabilities (Note 15)
7,599
-
Guarantee deposits (Note 25)

22,200

-
Total non-current liabilities

1,999,346
24
Total liabilities
EQUITY (Note 16)
Share capital
Capital surplus
Retained earnings
Appropriated as legal reserve
Appropriated as special reserve
Unappropriated earnings
Others
Total equity
$ 8,285,012
100
TOTAL
December 31, 2020
Amount
%
$ 2,346,503
25
674,746
7
164,360
2
145,634
2
4,171
-
92,619
1
34,718
-

1,162,253
12

4,625,004
49
62,521
1
150,874
1
74,921
1
36,320
-

2,848

-

327,484

3

4,952,488
52
1,340,119
14
32,618
1
825,628
9
20,745
-
2,290,027
24

(22,153)

-

4,486,984
48
$ 9,439,472
100
December 31, 2019


























Amount
%
$ 1,109,042
13
783,908
10
759,661
9
80,691
1
58,524
1
73,064
1
29,413
-

742,407

9

3,636,710
44
41,127
1
146,222
2
112,877
1
32,104
-

2,998

-

335,328

4

3,972,038
48
1,340,119
16
32,578
-
762,708
9
8,636
-
2,189,678
27

(20,745)

-

4,312,974
52
$ 8,285,012
100

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

23

GLOBAL UNICHIP CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 17 and 28)
COST OF REVENUE (Notes 24 and 28)
GROSS PROFIT
OPERATING EXPENSES
Sales and marketing (Notes 24 and 28)
General and administrative (Notes 24 and 28)
Research and development (Notes 24 and 28)
Expected credit loss (Note 6)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 18)
Other income (Notes 11 and 19)
Other gains and losses (Note 20)
Finance costs (Notes 21 and 28)
Share of profit of subsidiaries
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 22)
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss
Remeasurement of defined benefit plans (Note 15)
Items that may be reclassified subsequently to profit or
loss
Exchange differences on translation of foreign
operations (Note 16)
Other comprehensive income (loss) for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE (Note 23)
Basic earnings per share
Diluted earnings per share
2020
Amount
%
$ 13,448,967
100

9,729,398
72

3,719,569
28
276,807
2
329,057
2
2,220,774
17

-

-

2,826,638
21

892,931

7
10,810
-
7,777
-
(37,435)
-
(2,154)
-

106,971

-

85,969

-
978,900
7

128,893

1

850,007

6
(4,569)
-

(1,408)

-

(5,977)

-
$ 844,030
6
$ 6.34
$ 6.32
2019




























Amount
%
$ 10,710,068
100

7,545,721
70

3,164,347
30
298,212
3
297,233
3
1,903,320
18

19,921

-

2,518,686
24

645,661

6
24,786
-
7,044
-
(6,552)
-
(2,202)
-

92,180

1

115,256

1
760,917
7

127,450

1

633,467

6
(4,263)
-

(12,109)

-

(16,372)

-
$ 617,095
6
$ 4.73
$ 4.71

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

24

GLOBAL UNICHIP CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

BALANCE, JANUARY 1, 2019
Appropriation and distribution of prior year's earnings
Legal reserve
Reversal of special reserve
Cash dividends to shareholders - NT$5.00 per share
Total
Dividends from claims extinguished by prescription
Net income in 2019
Other comprehensive income (loss) in 2019, net of income tax
Total comprehensive income (loss) in 2019
BALANCE, DECEMBER 31, 2019
Appropriation and distribution of prior year's earnings
Legal reserve
Special reserve
Cash dividends to shareholders - NT$5.00 per share
Total
Dividends from claims extinguished by prescription
Net income in 2020
Other comprehensive income (loss) in 2020, net of income tax
Total comprehensive income (loss) in 2020
BALANCE, DECEMBER 31, 2020
Share Capital- Common Stock
Share
(In Thousands)
Amount
Capital Surplus
134,011
$ 1,340,119
$ 32,543
-
-
-
-
-
-

-

-

-

-

-

-
-
-
35
-
-
-

-

-

-

-

-

-
134,011
1,340,119
32,578
-
-
-
-
-
-

-

-

-

-

-

-
-
-
40
-
-
-

-

-

-

-

-

-
134,011
$ 1,340,119
$ 32,618
Retained Earnings Others
Foreign
Currency
Translation
Reserve
$ (8,636)

-
-

-


-

-
-

(12,109)


(12,109)

(20,745)
-
-

-


-

-
-

(1,408)


(1,408)

$ (22,153)
Total Equity
$ 4,365,904
-
-

(670,060)

(670,060)
35
633,467

(16,372)

617,095
4,312,974
-
-

(670,060)

(670,060)
40
850,007

(5,977)

844,030
$ 4,486,984









Share
(In Thousands)
134,011

-
-

-


-

-
-

-


-

134,011
-
-

-


-

-
-

-


-

134,011









Legal
Reserve
$ 663,892

98,816
-

-


98,816

-
-

-


-

762,708
62,920
-

-


62,920

-
-

-


-

$ 825,628
Special
Unappropriated
Reserve
Earnings
$ 10,940
$ 2,327,046

-
(98,816)
(2,304)
2,304

-

(670,060)


(2,304)

(766,572)

-
-
-
633,467

-

(4,263)


-

629,204

8,636
2,189,678
-
(62,920)
12,109
(12,109)

-

(670,060)


12,109

(745,089)

-
-
-
850,007

-

(4,569)


-

845,438

$ 20,745
$ 2,290,027
Total
$ 3,001,878
-
-

(670,060)

(670,060)
-
633,467

(4,263)

629,204
2,961,022
-
-

(670,060)

(670,060)
-
850,007

(4,569)

845,438
$ 3,136,400

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

25

GLOBAL UNICHIP CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Amortization
Expected credit loss
Gain on financial assets at fair value through profit or loss
Finance costs
Interest income
Share of profit of subsidiaries
Loss on disposal of investments accounted for using equity method
Gain on foreign exchange, net
Gain on lease modification
Changes in operating assets and liabilities:
Contract assets
Accounts receivable (including related parties)
Inventories
Other financial assets
Other current assets
Contract liabilities
Accounts payable (including related parties)
Accrued employees’ compensation and remuneration to directors
Accrued expenses and other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at fair value through profit or loss
Investments accounted for using equity method
Property, plant and equipment
Intangible assets
Proceeds from disposal of:
Financial assets at fair value through profit or loss
Investments accounted for using equity method
Refundable deposits paid
Refundable deposits refunded
Interest received

Net cash used in investing activities
2020
$ 978,900

337,384
306,747
-
(2,802)
2,154
(10,810)
(106,971)
-
(8,000)
-
324,965
226,662
320,879
-
(186,373)
1,237,461
(745,588)
64,943
373,484

(353)

3,112,682

(68,486)


3,044,196

(3,610,000)
-
(154,261)
(322,203)
2,882,802
-
(3,140)
3,450

10,824


(1,192,528)
2019
$ 760,917
314,014
252,779
19,921
(944)
2,202
(24,786)
(92,180)
625
(10,860)
(26)
(267,989)
(543,150)
(503,530)
212
(40,746)
239,868
322,970
(86,742)
(178,528)

(392)
163,635

(128,458)

35,177
(2,085,000)
(35,784)
(485,710)
(271,317)
2,085,944
37,898
(2,377)
3,028

25,089

(728,229)
(Continued)
- 26 -

GLOBAL UNICHIP CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of the principal portion of lease liabilities

Cash dividends paid
Interest paid
Dividends from claims extinguished by prescription reclassified to
capital surplus

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR
2020
$ (34,821)

(670,060)
(2,154)

40


(706,995)

1,144,673

2,298,887

$ 3,443,560
2019
$ (33,809)
(670,060)
(2,202)

35

(706,036)
(1,399,088)

3,697,975
$ 2,298,887

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

- 27 -

Attachment 4

Global Unichip Corp. PROFIT ALLOCATION PROPOSAL December 31, 2020

Unappropriated Retained Earnings of Previous Years 1,444,589,413
Net Income of 2020 850,006,965
Subtract : Defined Benefit Plan Actuarial Gains (4,569,851)
Subtract: 10% Legal Reserve (84,543,712)
Subtract: Special Reverse (1,407,611)
Retained Earnings in 2020 Available for Distribution 759,485,791
Retained Earnings Available for Distribution as of 2,204,075,204
December 31, 2020
Distributable items:
Cash Dividends to Common Share Holders (670,059,555)
Total Cash DividendsNT$ 5.0 per share (670,059,555)
Unappropriated Retained Earnings 1,534,015,649

28

Appendix 1

Shareholdings of All Directors

==> picture [490 x 291] intentionally omitted <==

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

Record Date : March 22, 2021
Title Name Current shareholding Shareholding ratio
Chairman Dr. F.C. Tseng
Director Dr.Ken Chen Representative
46,687,859 34.84%
Director Dr. Cliff Hou of TSMC
Director Mr. Wendell Huang
Independent
Mr. Benson Liu 0 0%
Director
Independent
Dr. Chein-Wei Jen 0 0%
Director
Independent
Dr. Wen-Yeu Wang 0 0%
Director
Independent
Dr. Peter Wu 0 0%
Director
Independent
Dr. Kenneth Kin 0 0%
Director
Total Shares of Directors Hold 46,687,859 34.84%
Total Shares of Directors Required 8,040,714 6%
----- End of picture text -----

GUC Total Issued Shares: 134,011,911 shares

Appendix 2

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate Not Available.

29