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HIWIN Annual Report 2021

Aug 12, 2022

51962_rns_2022-08-12_c824c3a6-5241-4ece-bb0e-dd9eba62aee3.pdf

Annual Report

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http://mops.twse.com.tw

2021

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2022 . 6 . 10

Table of Contents

Table of Contents
I. Letter to Shareholders....................................................................................................................................... 1
i. 2021 Business Report ................................................................................................................. 2
ii. 2022 Business Plan Outline ....................................................................................................... 3
II. Company Profile.................................................................................................................................................. 6
III.Corporate Governance Report
i. Organization Chart ..................................................................................................................... 15
ii. Information of Directors and Major Managers .......................................................................... 17
iii. Implementation of Corporate Governance ................................................................................. 34
iv. Information on Accountant’s Fees ............................................................................................. 88
v. Information on Change of Accountant ....................................................................................... 88
vi. If the Company’s Chairman, General Manager and Managers Responsible for Financial and
Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies
Within a Year, Their Names, Job Titles and the Periods During Which They Have Held Such
Office Should Be Disclosed ....................................................................................................... 89
vii. Transfer and Pledge of Shares by the Chairman, Supervisors, Managers and Shareholders
Holding more than 10% of the Company’s Shares within the Latest Year and up till the
Publication Date of This Annual Report .................................................................................... 89
viii. Information of the 10 Largest Shareholders Who Are Related as Stated in Statement of
Financial Accounting Standards No. 6, or Couples or Relatives Within the Second Degree of
Kinship .......................................................................................................................................
91
ix. The Shareholdings and Joint Shareholding Held by the Company, its Directors, its
Supervisors, its Managers and Affiliates Controlled Directly or Indirectly by the Company in
the Same Invested Businesses .................................................................................................... 93
IV. Capital Overview
i. Capital and Shares ....................................................................................................................... 94
ii. Issuance of Corporate Bond ........................................................................................................ 99
iii. Issuance of Preferred Stocks ....................................................................................................... 99
iv. Issuance of Global Depositary Receipts (GDR) ......................................................................... 99
v. Exercise of Employee Stock Option Plan (ESOP) ...................................................................... 99
vi. Acquisition of New Restricted Stock .......................................................................................... 99
vii. Mergers and Acquisitions of New Shares Issued by Other Companies ...................................... 99
viii. Execution of Capital Utilization Plan ......................................................................................... 99
V. Business Overview
i. Business Content ......................................................................................................................... 100
ii. Market, Production and Sales Status ........................................................................................... 110
iii. Employee Data of the Recent Two Years and Up to the Publication Date ................................. 114
iv. Information Regarding Expenditure on Environmental Protection ............................................ 115
v. Labor Relations ........................................................................................................................... 118
vi. Important Contracts ..................................................................................................................... 121
VI. Financial Overview
i. Condensed Balance Sheets and Statements of Income for the Past Five Years ........................... 122
ii. Financial Analyses for the Last Five Years ................................................................................. 125
iii. The Audit Committee’s Audit Report of the Financial Report for the Past Year ........................ 129
iv. The Financial Report and the Accountant’s Audit Report for the Past Year ............................... 130

v. Consolidated Financial Statements Audited by CPA for the Past Year ....................................... 130 vi. The Impacts of Any Financial Difficulties Encountered by the Company or Its Affiliates in the Past Year and up to the Annual Report Publication Date on the Company’s Financial Status ............................................................................................................................................ 130 VII. Review and Analysis of Financial Status, Financial Performance, and Risk Management i. Financial Status ............................................................................................................................. 131 ii. Financial Performance .................................................................................................................. 132 iii. Cash Flow ..................................................................................................................................... 133 iv. Effects of Major Capital Expenditure on Financial Business of the Past Year ............................. 133 v. Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year ...........................................................................................[133 ] vi. Risk Analysis ................................................................................................................................ 134 vii. Other Important Matters ................................................................................................................ 137 VIII. Special Disclosures i. Information on Affiliates .............................................................................................................. 138 ii. Private Placement of Securities during the Past Year and up to the Annual Report Publication Date ............................................................................................................................................... 142 iii. Holding or Disposal of Stocks of the Company by Subsidiaries in the Past Year and up to the Annual Report Publication Date ................................................................................................... 142 iv. Other Necessary Supplemental Information ................................................................................. 142 v. Events Having Significant Impacts on Shareholders’ Equity or Security Price According to Article 36.2.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report ............................................................................................................................................ 142 Appendix i. Financial Report of Recent Year and CPA Audit Report ........................................................... 143 ii. Independent Financial Report of Recent Year audited and signed by CPA ................................. 218

I. Letter to shareholders

To HIWIN’s shareholders:

The global economic growth rate was 5.5% in 2021 and major economies have gradually recovered from the severe impact of the COVID-19 pandemic. HIWIN responds to changes in the market and meets customers’ needs with fast, flexible and adaptive scheduling capabilities. Consolidated revenue in 2021 reached NT$27.265 billion, which is a sharp increase of 28.2% compared with 2020, and it is the second highest recorded revenue in the history of our company. HIWIN continues to launch high-end new products and electromechanical integration system services to provide customers with smart manufacturing solutions. Through long-term innovation and global outreach, HIWIN has demonstrated its strong operational strength!

Semiconductors, AI, medical equipment, electric vehicles and smart equipment all require precision machinery to achieve reliability. HIWIN's transmission products and electromechanical integration total solutions are important aspects in driving the upgrade of precision machinery and the practice of smart manufacturing for customers. HIWIN's high-precision wafer robot and Equipment Front End Module (EFEM) have been sold in Taiwan, Europe, America, Japan, South Korea and other Asian countries, helping semiconductor factories to accelerate the building of production lines. In addition, micro-miniature linear slides, ballscrews and harmonic reducers are swiftly supplied to global medical equipment factories, providing precision medicine and making contributions to global epidemic prevention. In addition, a key breakthrough has been made in the electric vehicle industry. HIWIN has successfully installed the Torque Motor revolving table in a major Japanese automotive equipment manufacturer to improve the efficiency and quality of its precision five-axis processing machines. Automotive ballscrews are used in advanced driver assistance systems (ADAS) and play an important role in the steering, braking, and suspension systems of electric vehicles. We work with multiple world-class automakers and the products listed above are expected to gradually contribute to revenue starting from 2023. In particular, the i4.0BS smart ball screw actively promotes the upgrading of smart equipment around the world, providing innovative services to customers, and welcoming in a new era of smart manufacturing.

HIWIN accelerates its global reach and provides localized services to enhance competitiveness in the postpandemic era. For the year 2021, this includes the construction and preparation of subsidiary firms’ new factories in Japan and Italy, the completion of the second factory in Suzhou, the launching of the U.S. subsidiary's second automated warehouse, and the continual expansion of factories in Taichung and Yunlin, laying down the foundation for medium and long-term growth.

In terms of the Company's business performance and branding, HIWIN has continued to be a recognized firm both domestically and abroad: EFEM has the uniqueness of key component self-production and system integration technology, and won the 2021 Taiwan Excellence Award – Silver Award. The ultra-miniature linear slide won the Taiwan Excellence Award. For two years in a row, HIWIN was selected as one of the top 25 international brands in

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Taiwan. The Company is also in the top 5% of listed companies in the 7th Corporate Governance Assessment, and won double silver awards from the TSAA Taiwan Sustainable Action Award: the "Economic Development Award - Silver Award" and the "Social Inclusion Award - Silver Award". In addition, the Company has also received the TCSA Taiwan Corporate Sustainability Award "Comprehensive Performance - Taiwan TOP50 Sustainable Enterprise Award" and "Corporate Sustainability Report - Platinum Award". What’s more, the Company also won the "Sustainable Resilience-Outstanding Award" from the British Standards Institution (BSI). These awards are the results of the HIWIN team's long-term efforts in R&D and operations.

The Swiss World Economic Forum (WEF) predicts that in 2022, there will be risks such as extreme climate, staple merchandise crisis, climate policy errors and infectious diseases. HIWIN will continue to achieve sustainable development, and is committed to the sustainable management of corporate ESG. Looking forward to 2022, it is expected to be a year full of variables but also full of new opportunities. HIWIN will continue to develop, create value for customers with the advantages of smart manufacturing and the Group's mechanical and electrical integration services. This will contribute to a better quality of life and the well-being of mankind. We look forward to working with all shareholders, business circles, financial circles and government officials, and hope for their continued support and advice in 2022. We also hope that the HIWIN team will achieve greater success!

2021 Business Plan Implementation Results are as follows:

i. 2021 Business Report

(i) Business Plan Implementation Results

Based on the 2021 consolidated financial statement, the Net Operating Revenue was at NT$ 27,265,162,000 which is 28% higher than 2020’s NT$ 21,266,659,000 The Operating Income was at NT$ 5,114,593,000 with 195% increase from 2020’s NT$ 1,732,474,000 Pre-tax income was at NT$ 4,474,820,000 (NT$ 3,154,693,000), 94% higher than 2020’s NT$ 2,303,471,000 Meanwhile, the Consolidated Net Income Attributed to Stockholders of the Company was at NT$ 3,532,230,000 which increased by 83% as compared to 2020’s NT$ 1,929,730,000 Earnings per share rose by 78% from 2020’s NT$ 5.87 to NT$ 10.36.

(ii) Financial Revenues and Expenditures and Profitability Analysis

1. Financial Revenues and Expenditures

. Financial Revenues and Expenditures
Unit:NT$thousands
Year
Item
2021 Number of Certification of
Finance
Amount Percentage
Net Operating Revenue NT$ 27,265,162 %
Cost of Goods Sold or Manufacturing NT$ 17,449,754 64%
Gross Profit NT$ 9,815,408 36%
Operating Expenses NT$ 4,700,815 17%

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Operating Income NT$ 5,114,593 19%
Net Non-operating Expenses NT$ 639,773 2%
Income before Tax NT$ 3,154,693 12%
Consolidated Net Income Attributed to Stockholders of the Company NT$ 3,532,230 13%

Note: This is a consolidated financial statement. The company did not disclose a budget plan in 2021, therefore no disclosure of the budget.

2. Profitability Analysis

ofitability Analysis
Item Year 2021
Return on Asset (%) 6.65 %
Return on equity (%) 11.30 %
Profit Before Tax to Capital Stock (%) 131.31 %
Profit Margin (%) 11.57 %
Earnings Per Share (dollar) NT$ 10.36

(iii) Research and Development

  1. The R&D funding in 2021 equivalent to 4% of the revenue. There were 173 patent applications and 197 patent certifications acquired. Until the end of 2021, we have acquired a total of 2,246 valid patent certifications.

  2. The R&D achievements in the fields of metal, steel, and precision machinery rank first in Taiwan, continue to lead, and place 88[th] in patent notification certification among domestic corporations in the top 100 Intellectual Property Office by the Ministry of Economic Affairs in 2021.

  3. Equipment Front End Module (EFEM) won the 30[th] Taiwan Excellence Silver Award presented by the Ministry of Economic Affairs.

  4. R&D Results:

  5. (1) Completed the development of ball screw for braking systems

  6. (2) Development of the next-generation smart linear slide i4.0GW prototype

  7. (3) Completed prototype development of composite high-speed turntable

  8. (4) Mass production of the new generation lower body strength training machine MRG-P110

  9. (5) Completed the R&D of the wafer robot E-series and proceeded to mass production

ii. 2022 Business Plan Outline

(i) Business principle

  1. Develop high-end smart manufacturing and electromechanical integration products, transform and upgrade, and drive revenue growth.

  2. Consolidate the strength of the group and global partners to provide solutions for customers with the need for electromechanical integration services.

  3. Intelligent manufacturing and precise management in the factory to improve profitability.

  4. Boost the brand value of HIWIN with R&D innovation, high-quality products, and professional services.

  5. Further global deployment, integrate resources, increase business momentum, and provide rapid electromechanical integration services locally.

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(ii) Estimated sales numbers and basis

1. 2022 Estimated Sales Numbers are as follow:

Unit: thousand units

Unit: thousand units
Product Type Sales Amount
Ballscrews 2,300 - 2,400
Linear Guideway 31,700 - 33,000
Industrial Robotics 3,800 - 4,100

2. Basis:

In accordance with global economy trend, operating environment in various industries, market demand and supply and competitive situation, analysis business developments of current clientele and development progress of potential clients, and consider various factors including production and sales balance as basis, to estimate the sales numbers of 2022.

(iii) Important production and sales policy

  1. Develop a torque rotary table to provide upgrade solutions for equipment manufacturers and metal processors.

  2. Boost the marketing of high-end new products as well as electromechanical products to offer variety and competition.

  3. Integrate HIWIN products, establish automation templates, and cooperate with system integration partners to provide industrial intelligent automation services.

  4. Advance and expedite the supply of components, robotic arms, and system components to the semiconductor industry to overcome material shortages in the industry.

  5. Real-time material/production/sales adjustment to ensure delivery competitiveness and healthy inventory management.

(iv) Future developing strategy

  1. Develop and integrate the total solutions system portfolio of the group's electromechanical products, and provide customers with original and intelligent manufacturing services.

  2. Develop the Torque Motor rotary table, the new main product of high-end five-axis machine tools, to aid equipment and manufacturing industries in making upgrades.

  3. Further invest in the research and development of smart machinery technology and expand the industrial applications of i4.0 BS/i4.0 GW.

  4. Continue to develop in the semiconductor industry and become its core supply partner for upstream, midstream and downstream.

  5. Venture into the automobile production line and electric vehicle supply chain to explore new business opportunities for the company.

  6. Advance global distribution and system provider bases, and increase variety with the full product service of electromechanical integration.

  7. Promote expansion of factories around the world and intensify production capacity and services.

  8. Post pandemic, restructure the industrial supply chain and expedite the development of markets in Eastern Europe and Southeast Asia.

(v) Effects on external competition environment, regulation environment, and overall

operation environment

Due to the continuous outbreak of COVID-19 variants in 2022, governments have adopted epidemic prevention policies of different scales thus affecting the direction of global economic growth. Meanwhile, the war between Russia and Ukraine has affected the supply of raw materials such as wheat, oil and natural gas, resulting to higher risk of disruptions in the supply chain. The price of energy, commodities, and shipping rates has also risen with the risk of inflation as a result.

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On the other hand, the global energy and power curtailment crisis, and the impact of carbon reduction and net emissions have gradually become more important across all fields. Major international forecasting agencies believe that the global economy will continue to grow in 2022, but the growth rate will slow down as compared to 2021. This is a pressing issue for all industries. In addition, there are other issues that business owners are concerned about which include, but are not limited to, the industrial ecology of the post-epidemic economy, such as the growing demand for semiconductors, the business opportunities in the ESG circular economy, the speed of electric vehicle development of global automakers as well as the development of the global supply chain during the ongoing war between Russia and Ukraine. The above factors have key roles in bringing about new playing field for related industries.

At present, other factors in leading the development of the global market include the pandemic’s impact on different countries’ policies and the Russian-Ukrainian war among other political factors. Moreover, many variables with significant impact on the global economy include how the results of the Russian-Ukrainian war will affect the supply of raw materials and energy policies, as well as the direction and scope of the US-China trade conflict, the shortage of labor and issues in supply chain post-pandemic in the United States, the changes in China's economic growth, the strength of Europe's recovery from the COVID-19 pandemic, the strategic direction of the new German Chancellor after taking office, Japan's involvement in the ASEAN-5 countries, and the development of the Indian market.

HIWIN continues to monitor the advancements in the environment and aims to deploy the group's electromechanical integration and high-end smart products into the global service network as soon as possible. We are actively developing circular economic business opportunities and are fully prepared to face the economic development trends and global localized supply in the postpandemic era. Although 2022 is full of uncertainties, it is also full of valuable opportunities. HIWIN will make steady progress, seize the first opportunities available, and expand the scope of its business.

HIWIN Technologies Corp. Best Regards Chuo, Wen-Hen, Chairman

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II. Company Profile

1. Establishment Date

1989 ● Established in October.

2. Company History

1992 ●Set up a subsidiary in USA.

  • ●Acquired ISO 9001 certification through SGS, UK.

  • 1993 ●Acquired HOLZER and set up a subsidiary in Germany.

  • ●Acquired Aircraft Quality Systems Approval by McDonnell Douglas Corp., USA.

  • ●Precision Ballscrew Awarded the 1st “Taiwan Excellence Silver Award”.

  • 1996 ●Merged with Finest Ballscrew Company, Taiwan

  • 1997 ●Acquired ISO 14001 certification from TÜV Germany

  • 1999 ●Linear Bearing Awarded the 7th “Taiwan Excellence Gold Award”.

  • ●Strategic alliance formed with Parker Hannifin, USA.

  • ●Set up a subsidiary in Japan.

  • 2000 ●HIWIN Germany reinvested HIWIN Switzerland

  • ●Awarded the “Excellence Award” of the 8th “Industrial Technology Advancement Award” from MOEA. t

  • ●Awarded the 1st “Industrial Excellence Award” by MOEA.

  • ●HIWIN Linear Guideway was Awarded the 8th “Taiwan Excellence Award”.

  • ●Ranked 79 in Top Patents 100 of National Institutional Corps in Taiwan.

  • 2001 ●HIWIN Germany reinvested HIWIN Czech Republic.

  • ●High Speed Ballscrew Awarded 9th “Taiwan Excellence Silver Award”.

  • ●Ranked 816th in Top 1,000 Manufacturers 2001 by Common Wealth Magazine.

  • 2002 ●Self-lubricated Linear Guideway Awarded the 10th “Taiwan Excellence Silver Award”.

  • ●Awarded the Gold Medal of the 11th “National Invention Award” by MOEA.

  • ●Awarded “Outstanding Promoter” of “National Award of Excellence-Taiwan”.

  • ●Ranked 65 in Top 100 Patents of National Institutional Corps in Taiwan.

  • ●Ranked 855 in Top 1,000 Manufacturers 2002 by Common Wealth Magazine.

  • ●Acquired OHASA 18001 Occupational Safety and Health Certificate by TÜV Germany.

  • 2003 ●Precision Linear Module was awarded the 11th “National Product Image Gold Award”. t

  • ●Purchased a land with an area of 15,332 tsubo in Yun-Lin Science Industrial Park and built plant in the first phase.

  • ●Ranked 734 in Top 1,000 Manufacturers 2003 by Common Wealth Magazine.

  • 2004 ●Awarded “Most Outstanding” of the 12th “Industrial Technology Advancement Award” by MOEA.

  • ●Continued the expansion of the new factory in Yun-Lin Science Industrial Park and started production.r

  • ●R&D Center in Tokyo, Japan was founded. n

  • ●Hosted the first HIWIN THESIS AWARDS.

  • ●Ranked 603 in Top 1,000 Manufacturers 2004 by Common Wealth Magazine.

  • 2005 ●Awarded the 2 Taiwan Superior Brands Award by Bureau of Foreign Trade, MOEA.

  • ●All-Electric Injection Molding Machine Ballscrew was awarded the 11th “National Product Image Gold Award”.

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t

n

  • ●Selected “Enterprise Citizen” by Common Wealth Magazine.

  • ●Ranked 79 in Top 100 Patents of National Institutional Corps in Taiwan.

  • ●Ranked 552 in Top 1,000 Manufacturers 2005 by Common Wealth Magazine.

  • 2006 ●Won First Place in the competition of acquiring new land in Taichung Precision Machinery & Innovation Park planned by Taichung City Government among over 500 companies and got a land of 12,665 tsubo.

  • ●Awarded the 3 Taiwan Superior Brands Award by Bureau of Foreign Trade, MOEA.

  • ●Super S Ballscrew Awarded the 14th “Taiwan Excellence Silver Award”. ●New factory started in Chicago, US. t ●Ranked 40 in Top 100 Patents of National Institutional Corps in Taiwan.

  • ●Ranked 513 in Top 1,000 Manufacturers 2006 by Common Wealth Magazine.

  • 2007 ●Ranked 4 of “Excellence in Corporate Social Responsibility” honor in mid-size company category from Common Wealth Magazine.

  • ●Selected as the benchmarking company in “Flagship Enterprise Development Project” by MOEA.

  • ●Groundbreaking for the new headquarter in Taichung Precision Machinery & Innovation Park.

  • ●Acquired new land and started new plant in Tanzi.

  • ●Acquired ISAT certification from Applied Material (USA) and became a qualified supplier.

  • ●Ranked 32 in Top 100 Patents of National Institutional Corps in Taiwan. ●HIWIN Germany acquired new factory and land with an area of about over 2000 square t meters to merge with the old plant and expand production capacity.

  • ●RG Linear Guideway Awarded the 10th “Taiwan Excellence Silver Award”.

  • ●Ranked 440 in Top 1,000 Manufacturers 2007 by Common Wealth Magazine.

  • 2008 ●Ranked 3 of “Excellence in Corporate Social Responsibility” honor in mid-size company category from Common Wealth Magazine.

  • ●105,214 m² land in Dapumei Intelligent Industrial Park Registered.

  • ●E2 Series Awarded the 16th “Taiwan Excellence Gold Award”.

  • ●Awarded the Industry Contribution Award of “National Invention t

Award” 2008 from Intellectual Property Office, MOEA.

  • ●Hosted the first HIWIN Intelligence Robotic Competition.

  • ●Ranked 36 in Top 100 Patents of National Institutional Corps 2008 in Taiwan. t

  • ●Obtained the certification of Taiwan Occupational Safety & Health Management System (TOSHMS).

  • ●Ranked 380 in Top 1,000 Manufacturers 2008 by Common Wealth Magazine.

  • 2009 ●Ranked 3 of “Excellence in Corporate Social Responsibility” honor in mid- size company category from Common Wealth Magazine.

  • ●Energy Conservation Driving Module R1 Series was Awarded the 17th “Taiwan Excellence Gold Award”.

Stocks are listed for public trading

  • ●Awarded Taiwan Superior Brands Award 2009 by Bureau of Foreign Trade, MOEA.

  • ●CEO was honored the Gold Merit winner of National Innovation Award (Individual Category) by Intellectual Property Office, MOEA.

  • ●Honored with the Excellent Corp. Award for Reserve Military Officer by Ministry of National Defense.

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r

  • ●20th anniversary of HIWIN. s

  • ●Reinvested MegaFabs Motion Systems LTD in Israel.

  • ●Ranked 33 in Top 100 Patents of National Institutional Corps 2009 in Taiwan.

  • ●Ranked 471 in Top 1,000 Manufacturers 2009 by Common Wealth Magazine.

  • 2010 ● Additional 29,514 m² land in Dapumei intelligent Industrial Park Registered, total land area reaching 45,286 m². t

●Energy Conservation Driving Module SK Series Awarded the 18th “Taiwan Excellence Gold Award”.

●Ranked 59 in Top 100 Patents of National Institutional Corps 2010 in Taiwan.

●Received the 2 Contribution Award for Job Creation 2010 from Executive Yuan.

●Honored with the Contribution Award for Providing Job Opportunities to Veterans by Executive Yuan.

  • ●Received the Contribution Award for Job Creation from Taichung City Government. ●Awarded the National Champion Award by MOEA for committing public facilities n green landscaping, and employing specialists for long term maintenance.

  • ●Ranked 313s in Top 1,000 Manufacturers 2010 by Common Wealth Magazine.

  • Ranked 2 of “Excellence in Corporate Social Responsibility” honor in mid-size company category from Common Wealth Magazine.

  • 2011 ●Received Contribution Award for Job Creation from Executive Yuan.

  • Energy-Saving & Thermal-Controlling Ballscrew C1 Series Awarded the 19th “Taiwan Excellence Gold Award”.

  • ●Awarded Taiwan Top 100 Brands by Bureau of Foreign Trade, MOEA.

  • ●Awarded the first “Monte Jade Innovation Award” by Monte Jade Science and Technology Association.

  • ●Awarded the first “Taiwan Green Classic Award” by MOEA.

  • ●Awarded Taiwan Top 10 Innovative Enterprises 2011 by MOEA.

  • ●Awarded National Enterprises Innovation Award.

  • ●Received the “Taiwan Train Quality System-Enterprise TTQS” Silver Award.

  • ●Hosted 1st Annual HIWIN Doctoral Dissertation Award.

  • ●CEO was honored with the Management of Technology Award from Chinese Society for Management of Technology.

  • ●CEO was honored with SUPER MVP Manager of the year from Manager Today Magazine.

●CEO was awarded the Honorary Doctor of Engineering from National Kaohsiung First r University of Science & Technology.

  • ●CEO received the Honorary Professor glory from Dalian University of Technology.

  • ●Ranked 33 in Top 100 Patents of National Institutional Corps 2011 in Taiwan.

  • ●Ranked 223rdin Top 1,000 Manufacturers 2011 from Common Wealth Magazine.

  • 2012 ●Honored with the Contribution Award for providing job opportunities to alternative military service from Ministry of the Interior.

  • ●Acquired Greenhouse Gases Emissions ISO14064-1 Certificate.

  • ●Acquired Product Carbon Footprint PAS 2050 Certificate.

  • ●Ranked No.1 of the Best Business Performance from 2009~2011 by Common Wealth Magazine.

●Awarded for the safety working environment record of continuously occupational accidents or injuries free by Council of Labor Affairs.

  • ●Ranked the No.21 of the Taiwan “2012 Excellence in Corporate Social Responsibility”

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under the category of large-scale enterprise by Common Wealth Magazine. ●Recirculation Divide Ballscrew RD Series Awarded with the 20th “Taiwan Excellence Gold Award”.

  • ●The new HIWIN Global Headquarter and R&D Center were officially opened.

  • ●Forbes 2012 Honor “200 Best Under a Billion”.

●Awarded “Taiwan Top 20 Innovative Enterprises” in 2012 by Ministry of Economic Affairs.

  • ●TTQS Certificate of Taiwan Train Quality System Enterprise Version Gold. t ●CEO was awarded the Honorary Doctor of Business Administration from National Chung Cheng University.

●Ranked 257 in Top 1,000 Manufacturers 2012 from Common Wealth Magazine.

●CEO was awarded the 6th National Excellence Manager Outstanding Achievement Award by Chinese Professional Management Association

●Associate Vice President Dr. Jerry Chiu was awarded the 30th National Excellence R&D Manager Award.

  • ●Operational Headquarters Received the honor of “Taichung Outstanding Healthy Workplace” by Bureau of Health Promotion, Department of Health, ROC.

  • 2013 ●Awarded the first Taiwan Mittelstand Award.

  • ●Crossed Roller Bearing Series Awarded with the 21st “Taiwan Excellence Gold Award” .

●Received the “Taiwan Train Quality System-Enterprise TTQS” Gold Award.

  • ●Acquired ISO13485 certification.

  • ●Honored with the SGS Merit Award by SGS Yarsley Ltd., UK.

●Awarded “Taiwan Top 20 Innovative Enterprises” by Ministry of Economic Affairs.

●CEO was awarded the Honorary Alumnus with Golden Eagle Award by Tamkang University.

●Started Management Associate Program to develop international marketing talents.

●HIWIN signed the Industry-Academy Collaboration contract with Taichung Industrial High School and National Taiwan University of Science and Technology, to foster the future leaders.

●“Chuo Yung-Tong Memorial Library” donation contract signing ceremony was held in th Dec. 2013.

●HIWIN released the first “Corporate Social Responsibility Report”.

●Subsidiaries in Singapore, South Korea, and Italy, were founded.

  • ●Ranked 259 in Top 1,000 Manufacturers 2013 from Common Wealth Magazine.

  • 2014 ●Tangential External Recirculation Ballscrew Super T Series Awarded with the 22nd “Taiwan Excellence Gold Award”.

  • ●Introduced the Toyota Production System (TPS) for improvement.

  • ●Ranked No.50 of “The World’s Most Innovative Growth Companies 2014” by Forbes.

  • ●HIWIN was selected as No.1 weighted component in the investment benchmark Index

  • “The ROBO-STOX Global Robotics & Automation Index “among 81 promising worldwide companies.

● HIWIN established collaborative research centers with National Tsing Hua University.

●HIWIN-MPEI (Moscow Power Engineering Institute) Precision Electrical Engineering Research Center established.

  • ●HIWIN teamed up with industrial computer supplier Advantech Co.

  • ●Stone ceremony for the second factory of HIWIN GmbH was held.

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  • ●Awarded Taiwan Top 20 Innovative Enterprises by MOEA.

  • ●HIWIN Robotic Gait Training System acquired the CE Medical Devices Certificate.

  • ●Subsidiary in Suzhou, China, was founded.

  • ●Held the groundbreaking ceremony of “Chuo Yung-Tong Memorial Library”.

●Awarded the “Taiwan Corporate Sustainability Awards (TCSA)” and honored with th “Social Inclusion Award”.

  • ●Selected as one of the favorite enterprises for R&D alternative service.

  • ●Acquired the Certification of Taiwan Intellectual Property Management System (TIPS).

●Ranked 227 in Top 1,000 Manufacturers 2014 from Common Wealth Magazine.

2015 ●Acquired 48% stake in Luren Precision Co., Ltd.

  • ●Acquired the certification of ISO 50001 Energy Management System.

●Ranked No.37 of “The World’s Most Innovative Growth Companies 2015” by Forbes.

●Robotic Gait Training System MRG-P100 Awarded with the 23rd “Taiwan Excellence Gold Award”.

●General Manager Enid Tsai was honored “50 Power Businesswomen in Asia” by Forbes, the only one from Taiwan.

●Released “Corporate Social Responsibility Report” 2013~2014 and acquired AA1000 certification.

●Awarded Taiwan Corporate Sustainability Awards (TCSA) and

Growth through Innovation Awards.

  • ●Ranked the No.31 of the Taiwan “Excellence in Corporate Social Responsibility” under the category of large-scale enterprise by Common Wealth Magazine.

  • ●Cooperated with China Medical University to set up a R&D Center.

  • ●Entered Top 20 Innovative Companies selected by MOEA.

  • ●Started a new project of “Jingke Plant II”.

●Held the groundbreaking ceremony of dormitories of Taichung City Precision Machinery Innovation Technology Park.

th ●CEO was awarded an honorary doctorate of philosophy from National Tsing Hua University and an honorary doctorate of engineering from Taiwan University of Technology.

  • nd

  • ●Ranked 220 in Top 1,000 Manufacturers 2015 from Common Wealth Magazine.

  • 2016 ● Rated as No.5 in Top100 Global Growth Enterprises by Nikkei Business Publications.

  • Held cornerstone-laying ceremony for a new plant of HIWIN China.

  • Ranked in the top 5 percent of listed companies in the 2 Corporate Governance th

  • Evaluation.

  • The single axis robot module (HM series) won iF and Red Dot awards.

  • Delta Robot, a parallel one, won Taiwan Excellence Silver Award.

  • CEO Ranked 25 in Top 50 Taiwanese CEOs 2015 selected by Harvard Business

Review.

  • Signed a memorandum with IRCAD/AITS on “Robotic Endoscope Holder” surgery training courses and promotion.

  • Chairman Eric Y. T. Chuo received an honorary doctorate of science from China Medical University.

  • CNC rotating table achieved EU CE certification.

  • HIWIN and Etron signed a memorandum.

  • HIWIN, HIWIN MIKROSYSTEM and Global MEMS signed a memorandum.

10

t

  • Awarded “The 17 National Standardization Award” by the Bureau of Standards, Metrology & Inspection, MOEA.

  • New factory started in the 2 factory area in HIWIN Germany.

  • Awarded “Taiwan Corporate Social Award”, “Taiwan Corporate Social Award-People Development Awards”, and the “Gold Award of Top 50 Taiwan Corporate Sustainability Reports” by Taiwan Institute for Sustainable Energy.

  • HIWIN and Siemens signed a memorandum.

  • Held the groundbreaking ceremony of a new factory in Chiayi Dapumei Precision Machinery Park.

  • Robotic Gait Training System achieved SNQ certification and won the bronze medal of “National Biotechnology & Medical Care Quality Awards”.

  • General Manager Enid Tsai won Kwol-Ting Li’s Management Award.

  • Assistant General Manager Wu Yueqin was selected as Excellent Accountant.

  • Executive Assistant Manager Liao Kehuang won National Manager Excellence Award.

  • Executive Assistant Manager Chen Congren National Production Manager Excellence Award.

  • Ranked the No.14 of the Taiwan “Excellence in Corporate Social Responsibility” under

  • the category of large-scale enterprise by Common Wealth Magazine.

  • 2017 ● Signed a contract “Exported Litchi Cultivation Pattern and Value-Added Key t Preservation Technology” with National Chung Hsing University and Taiping District Farmers’ Association.

  • ●Wafer Robot won the 25s Taiwan Excellence Silver Award.

  • Ranked in the top 5 percent of listed companies in the 3 Corporate Governance Evaluation.

  • Ranked 201 in Top 1,000 Manufacturers 2016 from Common Wealth Magazine.

  • Obtained market license from TFDA for the “Bath Assistive Equipment”

  • Ranked as No.1 in ASIA 300 Index for 179% market value increased rate in one year by Nikkei Business Publications.

  • ●Awarded 2017 “Good Design Award” in Japan for the electric gripper.

  • ●Awarded “Sustainable Practice Award” by BSI Standard.

  • ●Held the ceremony of new plant started in HIWIN China.

  • ●Held the opening ceremony for “Chuo Yung-Tong Memorial Library”.

  • ●CG series won the 26 Taiwan Excellence Silver Award.

  • ●Acquired the Certification of Taiwan Intellectual Property Management System (TIPS) for 4 years in a row. t

  • ●Awarded Gold in Taiwan Corporate Sustainability Awards (TCSA) in Electronic t Information Manufacturing Group. t ●CEO was awarded Outstanding Award in the 4 National Intelligence Award.

  • ●General Manager Enid Tsai was recognized in the 35 National General Manager Award.

  • 2018 ● Ranked in the top 5 percent of listed companies in the 4t Corporate Governance Evaluation.

  • Ranked 163rdin Top 1,000 Manufacturers 2017 from Common Wealth Magazine. ● Ranked 534 in Top 1,000 market value in Cross-Strait 2018 from Business Today.

  • The endoscope supporting robotic arm MTG-H100 series was awarded the Gold Medal of the 27th Taiwan Excellence Award

  • The micro ballscrew Super Z series, was awarded the Silver Medal of the 27th Taiwan Excellence Award

11

  • Received the Certificate of the Taiwan Intellectual Property Management System

  • The Equipment Front End Module received the SEMI S2 international safety provisions certification

  • The smart ballscrew i4.0BS was awarded the 2018 International Innovation Award

  • ●Received the TCSA’s “Top 50 Comprehensive Performances Award”, “Individual PerformanceInnovative Growth Award”, “Individual Performance- Gender Equality Award”, “Individual Performance- Talent Development Award”, and the Gold Medal for the “Reporting Category - Electronic Information Manufacturing Group”

  • Received the “Outstanding Sustainability Award” from the British Standards Institution

  • Received an A grade certificate of the Japanese Sumitomo Group’s hard labor evaluation

  • The subsidiary in Germany received the “Best Supplier Award” from HELLER

  • HIWIN signed a memorandum of cooperation with Gyeonggi-do, South Korea

  • Received the Ministry of the Interior Alternative Service Excellence Award

  • HIWIN Group’s President Chuo,Yung-Tsai was recognized by the Harvard Business Review as the 8th most powerful Taiwanese CEO of 2018

  • HIWIN Group’s President Chuo,Yung-Tsai was named an honorary professor by National Chin-Yi University of Technology

  • Senior Manager Chiang, He-Shen was selected as Excellent Accountant

  • Collaborated with Mr. Wang-Tse in the Taiwan Design Exhibition, with the HIWIN robotic

  • arms demonstrating their “two arms three kettles” brewing techniques

  • Funded the key module for the Earth’s largest mechanical flower “Listen to the Blossoms” at the Taichung World Flora Exposition

  • HIWIN Robotics collaborated with the National Taiwan Orchestra and dance groups, in a stage performance of “What Happened?”

  • HIWIN Robotics integrated inter-departmentally with National Taiwan University of Arts, in the stage performances of “DaDa’s Dream Music Note” and “Island Times”

  • HIWIN Robotics collaboratively promoted the “Greater Taichung Lychee ValueAdding Preservation Key Technique” project with National Chung Hsing University and the Taiping District Farmers’ Association, and held the “Taichung Promotional Event of Beautiful Lychee” in Tokyo, Japan, making an effort for Taiwanese Agriculture

  • 2019 ● The third-generation cooling ballscrew received the Outstanding Award of the Statistics Monitoring Machine Tool Key Components Category at the 2019 14th Annual Machine Tools “R&D Innovative Products” Competition

  • Passed the Occupational Health and Safety Management System’s ISO 45001 International Standards Certification

  • ●Ranked 124th in CommonWealth Magazine’s 2018 “1,000 Biggest in the Manufacture Industry”

  • ●Ranked 869th in Business Today’s 2019 “1,000 Biggest Three Places Across The Strait”

  • Received a ranking of the 9th Place of the CommonWealth Magazine’s “2000 Biggest Enterprises”, Top 50 Best Operation Performances in Manufacture

  • ●The linear guideway was awarded the Gold Medal of the 2018 National Creative Invention Award

  • ●Ranked 16th in Nikkei’s ASIA 300

  • ●Ranked in Forbes Magazine’s Best 200 Enterprises in Asia 2019

  • Won the 2019 CommonHealth Magazine’s "CHR Healthy Corporate Citizen" Innovation Award.

12

  • President Chuo Yung Tsai won the "Entrepreneur of the Year Award" from Enterprise Asia

  • Received the "Gold Trade Award” of the Best Trade Contribution Award from the Bureau of Foreign Trade of the Ministry of Economic Affairs in 2018.

  • Won the 2019 Taiwan International Brand Star of Potential.

  • Won the "Gold Award" and the "Jury Special Award" of the 14th Arts and Businesses Award from the Ministry of Culture.

  • The WUT / WTI series of harmonic reducer won the Gold Medal of the 28th Taiwan Excellence Award.

  • Won the TCSA Taiwan Enterprise Sustainability Award "Comprehensive Performance Award-Taiwan TOP50 Sustainability Enterprise Award", "Single Performance AwardSocial Inclusion Award" and "Corporate Sustainability Report Award-Gold Medal".

  • Won the "Sustainable Excellence Award" from British Standards Association.

  • Integrated with the National Taiwan Symphony Orchestra and Dance Dance in a crossdisciplinary manner, and performed the "Dialogue of Technology and Art" stage show at the Taichung National Opera House.

  • ●The HIWIN lower limb strength training machine won the 2019 International Innovation Award.

  • 2020 ●When the National Team of Mask Equipment of Taiwan is formed, we participate in the first time. We are the pioneer of pandemic prevention of the mask manufacturing team.

  • Common Wealth Magazine ranked 173rd in the “Top 1000 Manufacturing Industries” in 2019.

  • Ranked 29th in the 2020 CSR Top 100 Corporate Citizens of Common Wealth Magazine.

  • ●The President of HIWIN Group Zhuo Yongcai was ranked 17th in the Harvard Business Review's 2020 Taiwan Top 100 CEOs, and has been honored and affirmed for three consecutive years.

  • ●Automotive precision ball screws have obtained IATF 16949 automotive quality management system certification, which is an active layout for entering the new-generation automotive supply chain.

  • ●Cooperate with China Medical University to join the R&D Center and signed the second five-year plan to continue to cultivate more medical professionals.

  • ●Won the 24th award of 2020 Taiwan's best international brand by the Ministry of Economic Affairs.

  • ●Won the TCSA Taiwan Enterprise Sustainability Award "Taiwan Top Ten Sustainability Model Companies Award", "Taiwan Enterprise Sustainability Report-Platinum Award", "Single PerformanceInnovation Growth Award" and "Single Performance-Talent Development Award".

  • ●Won the "Outstanding Resilience Award" from the BSI British Standards Institute.

  • ●Cooperate with the affiliated hospital of Sun Yat-Sen Medical University to create the first "MIT Robotic Arm Clinical Surgery Teaching Field" in Taiwan. It is hoped that more people can be benefited in the future, regardless of rich or poor, who can enjoy precision medicine.

  • ●i4.0BS intelligent ball-screw won the 29th Taiwan Excellence Award [Silver Award]; the highprecision Torque Motor rotary table RAS-170 was selected for the 29th Taiwan Excellence Award.

  • Passed the ISO 14046 Water Footprint Verification.

  • 2021 ●Included in the top 5% of the listed companies in the 7[th] Corporate Governance Evaluation.

  • ●Ranked 15[th] in the Top 200 Resilient Enterprises and listed among the Top 100 V-shaped Comebacks in the World of CommonWealth Magazine .

  • Ranked 163[rd] in the “Top 1000 Manufacturing Industries” in 2020 by CommonWealth Magazine.

  • Chosen as a constituent stock of the TWSE Corporate Governance 100 Index.

  • The Japanese subsidiary’s Kobe Factory held a groundbreaking ceremony on the 31[st] of May 2021.

  • Exapnsion of HIWIN Yunlin Science and Technology Park by 9,900 square meters, with the groundbreaking ceremony held on July 29[ th] .

  • HIWIN DATORKER harmonic reducer received the Innovative Application R&D Category - Robot and Key Component R&D Group Special Award at the First "Award of Robotic System Integration” (ARSI) in 2021 from the Industrial Bureau of MOEA.

13

  • HIWIN i4.0BS intelligent ball screw received the Innovative Application R&D Category - System Integration Application Group Special Award at the First "Award of Robotic System Integration” (ARSI) in 2021 from the Industrial Bureau of MOEA.

  • Section Chief Huang Kuo-Cheng received the Talent Category - Outstanding Engineer Award at the First "Award of Robotic System Integration” (ARSI) in 2021 from the Industrial Bureau of MOEA.

  • Director Wu Wen-Chia received the Talent Category - Outstanding Team Leadership Award at the First "Award of Robotic System Integration” (ARSI) in 2021 from the Industrial Bureau of MOEA.

  • Ranked 35[th] in the Top 100 Enterprises for Sustainability of CommonWealth Magazine .

  • The Italian subsidiary was ranked Top 4 among the Top 25 component manufacturers in Italy in June 2021 by TECNOLOGIE MECCANICHE, the foremost magazine of the Italian machine tool industry.

  • Won the TSAA Taiwan Sustainability Award - Best Action Plan, Social Inclusion - Silver Award, and Economic Development - Silver Award.

  • Won the "Top 100 Taiwan Carbon Reduction" Award in the 2021 Business Weekly survey.

  • Received the "Sustainable Resilience Outstanding Award" from the British Standards Institute (BSI).

  • Won the Taiwan Corporate Sustainability Award (TCSA) "Comprehensive Performance Award - Taiwan Top 50 Sustainable Enterprises Award" and the "Taiwan Corporate Sustainability Report - Platinum Award".

  • Received the 2021 "CHR Health Corporate Citizenship" Progress Award from

  • CommonWealth Magazine .

  • President Chuo Yong-Tsai personally presided over the ESG start-up meeting in October 2021 and the HIWIN ESG team was officially established.

  • HIWIN Group President Chuo Yong-Tsai was awarded the "Third Taiwan Precision Engineering Medal" by the Taiwan Precision Engineering Society (TSPE).

  • Equipment Front End Module (EFEM) ultra-miniature linear slides won the 30th Taiwan Excellence Silver Award.

  • Received the Top 25 Best International Brands in Taiwan Award from MOEA in 2021.

  • Yunlin Science and Technology Park Factory bagged the 2021 Annual Health Promotion

  • Excellent Workplace Award of Yunlin County.

14

III. Corporate Governance Report

i. Organization System

(i) Organization Chart

==> picture [486 x 118] intentionally omitted <==

==> picture [486 x 117] intentionally omitted <==

==> picture [486 x 117] intentionally omitted <==

(ii) Operating Functions of Each Main Department

  • Audit Office

Corporate management risk assessment and normal audit

  • Chairman Room Setting of business objectives, promotion of major plans, business performance appraisal and analysis, activity planning, brand and legal management, and intellectual property management

  • Human Resource Department Planning, management, selection, training and retention of human resource, and educational training

  • Labor Security and Environmental Protection Department

  • Having specific responsibility for environmental protection and health, labor safety and health, and plant safety management

  • Management Department

Building and maintaining the general affairs management system

  • Financial Section Budgeting and capital planning, financial affairs, accounting and taxation planning, and evaluation management of overseas subsidiaries reinvestment companies

  • Purchasing Department Domestic procurement of production equipment and raw materials

  • Storage and Transportation Department Warehouse management of raw materials, semi-finished products and finished products, and product shipping

15

  • Information Section

  • Information system planning, software development, safety and operation of maintenance information network system

  • Global Marketing Business Group Marketing management, market survey, new product planning, market expanding, customer service and foreign procurement

  • Overseas Subsidiary Marketing management, market survey, new product planning, market expanding, customer service and product processing and manufacturing

  • Production Business Group Manufacturing of products, including ball screws, linear guideway, linear bearing, special bearing and robots

  • System Development Business Group Equipment development, design, assembling and maintenance, system product development and manufacturing, and plant electric system maintenance

  • Product Development Business Group Research and development of new products and subsystem products, drawing design, and customers’ technology consulting

  • Project Development Department Research and development of major new products and equipment, and project planning and implementation

  • Quality Assurance Department

Product quality system building, implementation and auditing, and quality control.

16

ii. Information of Directors and Major Managers

(i) Information of Directors

April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
April 30th 2021
Unit: Shares: %
Title Nationality
or Place of Registration
Name Gender and Age Date of Assumption of
Duty (Selection)
Term Date of First Selection Shares Held at the
Date of Selection
Current Shares Held Current Shares
Held by Spouse
and Minor
Children
Shares Held
under the
Names of
Others
Major
Experiences
(Education
Background)
Current Position in
This Company and
Other Companies
With Spouse or a Relative
Within the Second Degree
of Kinship Who Are a
Director or Supervisor
Remarks
Number of
Shares
Shareholdi
ng Ratio
Number of
Shares
Shareholdi
ng Ratio
Number of
Shares
Shareholdi
ng Ratio
Number of
Shares
Shareholdi
ng Ratio
Title Name Relations
hip
Chairman Taiwan Chuo,
Wen-
Hen
M
51-60
years
old
201906
28
3 Years 6,112,237 2.03% 206,000 0.06% - - Master of
Business
Administration
at Dominican
University
Executive Vice
President of
HIWIN
Technologies
CORP
Co-CEO of HIWIN
Technologies
CORP
Chairman of:
-Matrix Precision
Co.
- HIWIN
Investment and
Holding Corp.
-HIWIN Corporate
Management
Company
Co-Chairman of:
-Eterbright Solar
Corporation
Director of HIWIN
Japan
Director of:
-HIWIN America
-HIWIN Singapore
-HIWIN South
Korea
-HIWIN Italy
-Matrix Corp UK
-HIWIN Education
Foundation
-Everfortune
A.I.(Legal
Representative)
Director Eric
Y. T.
Chuo
Father
and
Son
Note 1
19930816 6,828,702 2.00%

17

Co-
Chairman
Taiwan Chen,
Chin-
Tsai
M
71-80
years old
201906
28
3 Years 4,180,956 1.39% 3,205,993 0.94% - - Master of Public
Administration
at University of
San Francisco
Master of
Accounting at
Tamkang
University
-Honorary PhD
at Tamkang
University
-Director at
Namchow
Holdings Co.,
Ltd.
-General
Manager at
Namchow
Holdings Co.,
Ltd.
Chairman of: WIN
Semiconductors
Corp.,
-ITEQ Corporation
- Wen An
Investment Co.,
Ltd. (Legal
Representative)
-Wen Chan
Investment Co.,
Ltd. (Legal
Representative)
- Phalanx Biotech
Group (Legal
Representative)
- WinLux
Biomedical
Technology (Legal
Representative)
Director of:
- Mercuries Life
Insurance Co., Ltd.
(Legal
Representative)
-i-Chainwin
Technology Co.,
Ltd.
- Taiwan New
Economy
Foundation
Independent
director at:
-Kinsus
Interconnect
Technology Corp.
- Tong Hsing
Electronic
Industries Limited
- Inventec Besta
Co., Ltd.
Supervisor at
- Excellence
Sporting Goods
Co., Ltd.
- Comax Sporting
Goods Co., Ltd.
- - - -
19891203 3,933,376 1.15%

18

==> picture [763 x 511] intentionally omitted <==

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

Master of
Management at
University of
San Francisco
-Honorary
Doctor of
Engineering at
National
Kaohsiung First
University of
Science and CEO of HIWIN
Technology Technologies
CORP
-Honorary
Chairman of:
Doctor of
-HIWIN America
Management at
-HIWIN Germany
National Chung
-Eterbright Solar
Cheng Corporation
University Legal representative
M vice chairman and
Chuo, -Honorary CEO of HIWIN Chuo
Director Taiwan Yung- 71-80 201906 3 Years 19890926 13,453,495 4.48% 10,972,759 3.22% 1,261,814 0.37% - - Doctor of Mikrosystem Corp. Chairma Wenhen Father
Tsai years old 28 Engineering at Director at: - Matrix Precision n g and Son
Taiwan
Co. Legal
University of
Representative and
Technology Co-CEO
-HIWIN Singapore
-Honorary -HIWIN South
Doctor of Korea
Philosophy at -HIWIN China
National Tsing -HIWIN Investment
Hua University Corporation
-HIWIN Education
Foundation
-Honorary
Doctor of
Science at China
Medical
University
- Chairman of
Matrix Precision
Co.
-Legal
Representative
and Chairman of
HIWIN
Mikrosystem
Corp.
----- End of picture text -----

19

Director Tsai,Hu
eChi
n
3 Years 19890926 4,372,885 1.45% 4,000,010 - - - - Doctor of
Organizational
Psychology at
Philips
Academy
Legal
Representative
Director of
Matrix Precision
Co.
General and co-
CEO of HIWIN
Technologies
CORP.
Chairman of:
-HIWIN Healthcare
-CEO of HIWIN
Education
Foundation
Chairman of
HIWIN Japan
Director of:
-HIWIN America
-HIWIN China
-HIWIN
Investments
-Taiwan Design
Research Institute
- Precision
Machinery
Research
Development
Center (PMC)
- - - Note 1
F
201906
Taiwan 61-70 1.21%
28
years old
Director Taiwan Lee,
Shun
-
Chin
3 Years 19891203 2.50% 18,882 0.01% - - Certification of
completion in
high level
management at
UC Berkeley
Certification of
completion in
EMBA at Feng
Chia University
Chairman of:
-Zhengjie
Enterprise Limited
-Naqiang Limited
-Zhengyung
Limited
-Yungqiang (Legal
Representative)
Director of:
-Eterbright
Solar
Corporation
-HIWIN
Mikrosystem
Ltd.(Legal
Representative)
- - -
M 201906
61-70 7,394,267 2.46% 8,261,391
28
years old
Director Taiwan Sanko
Inves
tmen
ts
Ltd.
3 Years 20040630 1.22% - - - - - Director of East
Steel Co., Ltd.
Director of Taiwan
Steel Tower Co.,
Ltd.
- - -
201906
- 4,011,651 1.33% 4,051,209
28

20

Represe
ntative:
Huang
Ching-
Yi
20190928 - - - - Fu Jen
University
Graduated from
Department of
International
Trade Virginia,
United StateOld
Dominion
University,
MBA
Chairman of:
- Sanko
Investments
Ltd.
- Taipei Sanxing
Charity Foundation
Supervisor of:
-Sun Rich Steel
Industrial Co., Ltd.
-Ming Tsang
Investment Co.,
Ltd.
- - - -
F
201909
51-60 3,288 0.00% 313 0.00%
28
years old
Independ
ent
Director
Taiwan Chiang,
Cheng -
Ho
235,309 0.07% Master of
Administration
at National
Chengchi
University
Chief Auditor,
Board of
Directors,
Taiwan
Financial
Holdings Co.,
Ltd
Member of the
company’s Audit
Committee
Member of the
company’s
Remuneration
Committee
Convener of the
company’s
Nominating
Committee
M
61-70 201906 3 Years 20080624 - - - -
years old 28
Independ
ent
Director
Taiwan Chen ,
Chin
g-
Huey
3 Years 20160628 - - - - - Department of
Business,
College of Law,
National Taiwan
University
Deputy Chief
Auditor, Board
of Directors,
Mega
International
Commercial
Bank
Member of the
company’s Audit
Committee
Member of the
company’s
Remuneration
Committee
Member of the
company’s
Nominating
Committee
- - -
F
201906
61-70 - - -
28
years old
Independ
ent
Director
Chairman
Taiwan
Taiwan
Tu,
Li-
Ming
3 Years 20170628 - - - - - Graduated from
Business
Administration
Department of
Tamkang
University
Deputy COO,
North District 1
Operations
Center, Mega
International
Commercial
Bank
Member of the
company’s Audit
Committee
Member of the
company’s
Remuneration
Committee
Member of the
company’s
Nominating
Committee
- -
F
201906
71-80 - - -
28
years old

Note 1: The chairman and the general manager or the equivalent (the top manager) are the same person, and are spouses, or relatives within the first degree: none

21

1. Primary Shareholders of Institutional Shareholders

April30th,2022
Main Shareholders
Huang Chin-Yi
33.33%
Huang Yi-Cang
33.33%
Huang Xiao-Yu
33.33%
April30th,2022
Main Shareholders
Huang Chin-Yi
33.33%
Huang Yi-Cang
33.33%
Huang Xiao-Yu
33.33%
Name of Institutional Shareholders Main Shareholders
Sanko Investments Limited Huang Chin-Yi 33.33%
Huang Yi-Cang 33.33%
Huang Xiao-Yu 33.33%

2. Information of Directors

2. Information of Directors
Requirement
Name
Professional qualifications and
experience
Conformity to Independence The number of other
public companies where
posts of independent
directors are held by
thesepeople
Chairman:Chuo, Wen-Hen For information regarding the
professional qualifications and
experiences of the directors, please
refer to “Information of Directors”
(pp. 14-16).
None of the directors are involved
in any of the situations set forth in
Article 30 of the Company Act.
(Note 1)
N/A 0
Deputy Chairman: Chen, Chin-Tsai 3
Director: Chuo, Yung-Tsai 0
Director: Tsai, Hui-Quing 0
Director: Lee, Shun-Chin 0
Director:
Representative
of
San
HsinInvestment Co.Ltd.: Huang, Jing-Yi
0
Independent Director: Chiang, Cheng-He 1.
Complies with the relevant provisions of Article 14-2 of the Securities and Exchange Act
promulgated by the Financial Supervisory Commission and "Regulations on the Establishment
of Independent Directors of Public Offering Companies and Matters to be Followed" (Note 2).
2.
0.07% of the company's shares are held by the person, their spouse, minor children or in the
name of others.
3.
The person has not provided business, legal, financial, accounting and other services to the
companyor its affiliated enterprises in the last twoyears.
0
Independent Director: Chen, Ching-Huey All of the independent directors comply with the following:
1.
Complies with the relevant provisions of Article 14-2 of the Securities and Exchange Act
promulgated by the Financial Supervisory Commission and "Regulations on the Establishment
of Independent Directors of Public Offering Companies and Matters to be Followed" (Note 2).
2.
The person, their spouse, and minor children do not hold any of the company’s shares in their
name nor in the name of others.
3.
The person has not provided business, legal, financial, accounting and other services to the
companyor its affiliated enterprises in the last twoyears.
0
Independent Director: Tu, Li-Ming 0

22

Note 1: Anyone who is involved in any one of the following circumstances shall not serve as a manager, and those who have already served shall be dismissed:

  1. Has committed a crime stipulated in the Organized Crime Prevention Regulations, and has been convicted, but has not yet started serving the sentence, or the sentence is yet to be completed, or five years have not passed since the date the sentence was completed, the probation sentence expired, or the person was pardoned.

  2. Committed a crime of fraud, breach of trust, or embezzlement leading to a sentence to fixed-term imprisonment of more than one year, and has not yet started serving the sentence, or the sentence is yet to be completed, or two years have not passed since the date the sentence was completed, the probation sentence, or the person was pardoned.

  3. Committed a crime under the Anti-Corruption Act and has been convicted and and has not yet started serving the sentence, or the sentence is yet to be completed, or two years have not passed since the date the sentence was completed, the probation sentence, or the person was pardoned.

  4. Those who have been declared bankrupt or have been ordered to start liquidation procedures and whose rights have not been reinstated.

  5. Banned from using negotiable instruments for transactions and the ban has not yet expired.

  6. Those who are incapacitated or have limited capacity.

  7. Declaration of assistance has not been revoked.

Note 2:

  1. Not a government agency, corporation, or its representative set forth in Article 27 of the Company.

  2. Acting as an independent director of no more than three public offering companies.

  3. During the two years before the election and during the term of office, none of the following circumstances exist:

  4. (1) Acting as an employee of the Company or other affiliates.

  5. (2) Acting as a director or supervisor of the Company or other affiliates.

  6. (3) Self and spouse, minor children, or other natural person shareholders holding more than 1% of the total issued shares of the company in the name of others or the top ten shareholders.

  7. (4) Managers listed in (1) or the spouse of personnel listed in (2), (3), relatives within the second degree, or the blood relatives within the third degree.

  8. (5) Directors, supervisors or directors of corporate shareholders who directly hold more than 5% of the company's total issued shares, top five shareholders, or appointed representatives to act as company directors or supervisors in accordance with Article 27 of the Company Act.

  9. (6) Directors, supervisors or employees of other companies who are controlled by the same person as many than half of the shares or voting rights.

  10. (7) Directors, supervisors, or employees of other companies or institutions that are the same person or spouse with the company ’s chairman, general manager or equivalent.

  11. (8) Directors, supervisors, managers or shareholders of specific companies or institutions that do not have financial or business dealings with the company or holding more than 5% of shares.

  12. (9) Professionals, sole proprietorships, partnerships, companies or institutions that provide audits for the company or affiliated companies or business, legal, financial, accounting and other related services that exceed NT$ 500,000.00 in cumulative compensation in the past two years, including business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However,members of the Remuneration Committee are not limited to this.

23

(ii)Information of General Managers, Vice General Managers, Assistant Managers, and Directors of Departments and Branches

April 30th, 2021

Title Nationality
or
Registration
Place
Name Gender Date of
Assumption
of Duty
(Note 1)
Shares Held Shares Held Now by
Spouse and Minor
Children
Shares Held under the
Names of Others
Main Experiences
(Education
Background)
Posts Held in Other
Companies Now
With Spouse or a Relative Within
the Second Degree of Kinship Who
Are a Manager
Notes
Number of
Shares
Shareholding
Ratio
Number of
Shares
Number
of
Shares
Shareholding
Ratio
Title Name Relation
ship
Shareholdi
ng Ratio
Chief
Executive
Officer
Taiwan Chuo,Yung-
Tsai
M 20190628 10,972,759 3.22% 1,261,814 0.37% - - Master of
Management at
University of San
Francisco
Honorary Doctor of
Management at
National Chung
Cheng University
Honorary Doctor of
Engineering at
National Kaohsiung
First University of
Science and
Technology
Honorary Doctor of
Engineering at
Taiwan University
of Technology
Honorary Doctor of
Philosophy at
National Tsing Hua
University
Honorary Doctor of
Science at China
Medical University
Legal
Representative and
Chairman of
HIWIN
Mikrosystem Corp.
Chairman of:
-HIWIN America
-HIWIN Germany
- Eterbright Solar
Corporation
Legal
Representative,
Co-Chariman and
CEO of HIWIN
Mikrosystem Corp.
Director of:
-Legal
Representative and
Co-CEO of Matrix
Precision Co.
-HIWIN Singapore
-HIWIN South
Korea
-HIWIN
Investment
Corporation
-HIWIN Education
Foundation

Chairman
Chuo,
Wen-Hen
Father
and Son

24

Note 1
Chairman
and co-CEO
Taiwan Chuo,Wen-
Hen
M 20190628 6,828,702 2.00% 206,000 0.06% - - Master of Business
Administration at
Dominican
University
Deputy General
Manager of HIWIN
Technologies
Chairman of:
-Matrix Precision
Co., Ltd.
-HIWIN
Investment
Corporation
-HIWIN Corporate
Management
Company
Vice Chairman of:
-Eterbright Solar
Corporation
Director of HIWIN
Japan
Director of:
-HIWIN America
-HIWIN
Singapore,
-HIWIN South
Korea,
-Matrix Corp UK
-Everfortune
A.I.(Legal
Representative)
-HIWIN Education
Foundation
Chief
Executive
Officer
Chuo,
Yung Tsai
Father
and Son
General
Manager and
co-CEO
Taiwan Tsai, Huey-
Chin
F 20190628 4,120,010 Doctor of
Organizational
Psychology at
Philips Academy
Legal
Representative and
Director of Matrix
Precision Co.
Chairman of:
-HIWIN
Healthcare
-HIWIN Education
Foundation and
CEO
-HIWIN Japan
Director of:
-HIWIN America
-HIWIN China
-HIWIN
Investments
- Taiwan Design
Research Institute
(TDRI)
- Precision
Machinery
Research
Development
Center (PMC) and
Managing Director
- - -
1.21% - - - -

25

Senior
Deputy
General
Manager
of
Finance
Office
Taiwan Wu, Yue-
Qin
F 20200401 206,918 0.06% - - - - Master of Business
Administration at
Feng Chia
University
Deputy General
Manager of HIWIN
Technologies
Legal
Representative and
Supervisor of
HIWIN
Technologies:
-HIWIN China
- Matrix Precision
Co. Ltd.
- - -
Deputy
General
Manager
of
Marketing
Business
Group
Taiwan Peng, Yan-
Qi
F 20211105 26,276 0.01% Master of
Information
Engineering at
University of
Southern California
Deputy General
Manager of HIWIN
Technologies
Chairman of
HIWIN China
- - -
- - - -
Assistant
General
Manager
of
Chairman
Room
Taiwan Wu, Jun-
Liang
M 20180201 - - - - Master of
Engineering at
National Tsing Hua
University
Assistant Manager
at HIWIN
Technologies
- - -
22,151 0.01% -
Assistant
Manager
of
Chairman
Room
M 20200401 13,740 0.00% 21 - - Master at
Mechanics Institute
of National Chung
Hsing University
Senior Assistant
Manager at HIWIN
Technologies
Director and
General Manager
of HIWIN Italy
- - -
Taiwan Yang,
Chuang-Bao
0.00%
Assistant
General
Manager
of
System
Development
Businesses
Office
Taiwan Wang,Fu-
Qing
M 20190301 47,988 0.01% - - - Doctor of
Mechanics at
National Chung
Cheng University
Assistant Manager
at HIWIN
Technologies
Deputy General
Manager of Matrix
Precisions Co., Ltd.
Director of HIWIN
Education
Foundation
- - -
-

26

Assistant
General
Manager
of
Finance
Office
Taiwan Liao,Ke-
Huang
M 20170801 41,189 0.01% - - - - Master at
Accounting
Institute of
National Chung
Hsing University
Assistant Executive
Manager at HIWIN
Technologies
Director at:
-HIWIN Italy
-Legal
Representative of
HIWIN
Mikrosystem Corp.
-HIWIN Education
Foundation
Supervisor of:
-HIWIN Japan
-Eterbright Solar
Corporation
-Matrix Precisions
Co., Ltd., Suzhou
- - -
Executive
Assistant
Manager
of
Chairman’s
Office
Li,Wen-Bin
M
20210701 - - Master of
Mechanics at Feng
Chia University
Assistant Executive
Manager at HIWIN
Technologies
- - - -
Taiwan 12,784 0.00% - -
Assistant
Manager
of
Chairman’s
Office
Taiwan Chiu, Shi-
Rong
M 20211105 Master of Business
Administration at
University of
Massachusetts
Assistant Manager
at HIWIN
Technologies
General Manager
and Director of
HIWIN America
-
4,532 0.00% 5,672,853 1.66% - - - -
Assistant
Manager
of
Chairman’s
Office
Taiwan M 20211105 - Graduated from the
Department of
Accounting,
National Taiwan
University
Assistant Manager
at HIWIN
Technologies
General Manager
of HIWIN China
Director of Matrix
Precisions Co.,
Ltd., Suzhou
- - -
Chen,
Hong-Ming
10,374 0.00% - - -

Note 1: Date of Assumption of Current Position

Note 2: The general manager or equivalent (the top manager) and the chairman are the same person, spouse or first degree relatives: none Note 3: Incumbent at Date of the Report’s Publication

27

(iii) Remunerations of Directors and Primary Managers in the Past Year

1. Remunerations of Directors (Including Independent Directors)

Unit: Unit: Unit: Unit: Unit: Unit: Unit: Unit: Unit: Unit: NTD Thousands
Title Name Directors’ Remuneration Ratio of the Total
Remuneration
(A+B+C+D) to
Net Profit After
Tax (%)
Relevant Remuneration Received by Directors Who Are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F+
G) to Net Profit
After Tax (%)
Compensation
Paid to
Directors from
Reinvestment
Business Other
than the
Company’s
Subsidiary
(Note 3)
Remuneration
(A)
Pension (B) Directors’
Remuneration
(C)
Business Affairs
Expense (D)
(Note 1)
Salary, Bonus and
Special
Disbursement (E)
(Note 2)

Pension (F)
Employee Remuneration (G)
(Note 3)
This Compan y All Compani es in the Financial
Report
This Company All Compani es in the Financial
Report
This Company All Compani es in the Financial
Report
This Compan y All Companies in the Financial
Report
This Compan y All Compani es in the Financial
Report
This Compan y All Compani es in the Financial
Report
This Compan y All Compani es in the Financial
Report
This Compan y All Compani es in
the Financial
Report
This Compan y All Compani es in
the Financial
Report
This Compan y All Compani es in the
Financial Report
Cash
Bonu s
Stoc k
Bonu s
Stoc k
Bonu s
Cash
Bonu s
Chairman Chuo,Wen-Hen - - - - NT$ 39,569 NT$ 39,569 NT$ 360 NT$ 455 1.13% 1.13% NT$ 21,220 NT$ 23,620 NT$ 72 NT$ 72 NT$ 4,000 - NT$ - 1.85% 1.92% None
4,000
Deputy
Chairman
Chen,Chin-Tsai - - - - NT$ 26,379 NT$ 26,379 NT$ 240 NT$ 240 0.75% 0.75% - - - - - - - 0.75% 0.75%
-
Chuo,Yung-Tsai - - - - NT$ 13,189 NT$ 13,189 NT$ 120 NT$ 19,967 0.38% 0.94% NT$ 26,546 NT$ 29,146 NT$ 192 NT$ 192 NT$ 3,500 - NT$ - 1.23% 1.87% NT$ 15,469
3,500
Director Tsai,Huey-Chin -
- - - NT$ 39,569 NT$ 39,569 NT$ 360 NT$ 439 1.13% 1.13% NT$ 19,605 NT$ 19,605 NT$ 110 NT$ 110 NT$ 3,000 - - 1.77% 1.78% NT$ 120
Lee,Shun-Chin
Representative of
San Hsin Investment
Co.Ltd.: Huang,
You-San
NT$
3,000
Independent
Director
Chiang,Cheng-Ho - - - - NT$ 30,000 NT$ 30,000 NT$ 360 NT$ 360 0.86% 0.86% - - - - - - - 0.86% None
Chen,Ching-Huey - 0.86%
Tu,Li-Ming
1.Please state the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors:
The remuneration of independent directors of the company refers to the company's overall operating performance, future risks and development trends of the industry, and also refers to the results of the performance evaluation standards
and the contribution to the company to give reasonable remuneration. The salary and compensation committee makes recommendations to the board of directors for resolution.
2.In addition to the disclosures in the above table, the directors of the company have received remuneration for providing services for all companies in the financial report (such as serving as consultants for non-employees) in the most
recent year: None。

Note 1: It includes the company car costs NT$ 27,462,000 and excludes annual salaries of drivers NT$ 2,418,000. Note 2: Employee remunerations were NT$ 297,411,000 in 2021, but the employee remuneration distribution list hadn’t been decided as of the publication date of the annual report, so the remuneration planned to be distributed this year shall be based on practices in previous years. Note 3: Salary and business execution fee of Directors Chuo,Yung-Tsai and Lee,Shun-Chin as CEO and director of HIWIN Mikrosystem Corp.

28

Remuneration Interval of Directors and Independent Directors

Interval of Remunerations of Directors
Below NT$ 1,000,000
Name of Directors
Total of First Four Remunerations(A+B+C+D) Total of Latter Seven
Remunerations(A+B+C+D+E+F+G)
This Company All Companies in the
Financial Report H
This Company All Reinvestments of the
Company I
1,000,000 (Including)~2,000,000 (Excluding)
2,000,000 (Including)~3,500,000 (Excluding)
3,500,000 (Including) ~ 5,000,000 (Excluding)
5,000,000 (Including) ~ 10,000,000 (Excluding)
10,000,000 (Including) ~ 15,000,000 (Excluding) Director:
Tsai, Huey-Chin, Lee, Shun-Chin, Representative
of San Hsin Investment Co., Ltd.:
Huang, Ching-Yi
Independent Directors:
Chiang, Cheng-He,
Chen, Ching-Huey, Tu, Li-Ming
Director:
Lee, Shun-Chin,
Representative of San Hsin Investment Co., Ltd.:
Huang, Ching-Yi
Independent Directors:
Chiang, Cheng-He,
Chen, Ching-Huey, Tu, Li-Ming
15,000,000 (Including) ~ 30,000,000 (Excluding)
30,000,000 (Including) ~ 50,000,000 (Excluding) Directors:
Tsai, Huey-Chin
50,000,000 (Including) ~ 100,000,000 (Excluding)
Above NT$ 100,000,000
Total 6 People 6 People 6 People 6 People

29

2. Remuneration of CEO, General Managers, and Vice General Managers

Unit:NTD Thousands Unit:NTD Thousands Unit:NTD Thousands Unit:NTD Thousands Unit:NTD Thousands Unit:NTD Thousands Unit:NTD Thousands
Compensati
on Paid to
Directors
from
Reinvestme
nt Business
Other than
the
Company’s
Subsidiary
(Note: 3)
Title Name Remuneration (A) Pension (B) Bonus and Special
Disbursement (C) (Note: 1)
Employee remuneration (D) (Note: 2) Ratio of the Total
Remuneration
(A+B+C+D) to Net
Profit After Tax (%)
This
Company
All
Companies
in the
Financial
Report
This
Company
All
Companies
in the
Financial
Report
This
Company
All
Companies in
the Financial
Report
This
Company
Cash
Bonus
All
Companies
in the
Financial
Report
Stock
Bonus
This
Company
Cash
Bonus
All
Companies
in the
Financial
Report
Stock
Bonus
This
Company
All
Companies
in the
Financial
Report
Chairman and
CEO
Chuo,Yung-
Tsai
NT$24,315 NT$30,505 NT$ 542 NT$ 542 NT$58,621 NT$60,534 NT$14,500 - NT$14,500 - 2.77% 3.00% NT$15,349
Chairman and co-
CEO
Chuo,Wen-
Hen
General Manager
and co-CEO
Tsai,Huey-
Chin
Senior Deputy
General Manager
of Finance
Section
Wu,Yue- Qin
Senior Deputy
General Manager
of Marketing
Business Group
Peng,Yan-Qi

Note 1: It includes the company car costs NT$ 30,606,000 and excludes annual salaries of drivers NT$ 2,418,000

Note 2: Employee remunerations were NT$ 297,411,000 in 2021, but the employee remuneration distribution list hadn’t been decided as of the publication date of the annual report, so the remuneration planned to be distributed this year shall be based on practices in previous years.

Note 3: Remuneration of Chairman Chuo,Yung-Tsai as CEO of HIWIN Mikrosystem Corp.

30

Remuneration Interval of CEO, General Manager, and Deputy General Manager

Interval of Remunerations of General Managers and Deputy General
Managers
Name of General Managers and Deputy General Managers
All Reinvestment Businesses of This Company All Reinvestment Businesses of This Company
Below NT$ 1,000,000
1,000,000 (Including)~2,000,000 (Excluding)
2,000,000 (Including)~3,500,000 (Excluding)
3,500,000 (Including) ~ 5,000,000 (Excluding)
5,000,000 (Including) ~ 10,000,000 (Excluding) Wu,Yue-Qin Wu,Yue-Qin
10,000,000 (Including) ~ 15,000,000 (Excluding) Peng,Yan-Qi Peng,Yan-Qi
15,000,000 (Including) ~ 30,000,000 (Excluding) Chuo,Wen-Hen,Tsai,Huey-Chin Chuo,Wen-Hen,Tsai,Huey-Chin
30,000,000 (Including) ~ 50,000,000 (Excluding) Chuo,Yung-Tsai Chuo,Yung-Tsai
50,000,000 (Including) ~ 100,000,000 (Excluding)
Above NT$ 100,000,000
Total 5 People 5 People

31

3. Name of Managers Distributing Employee Remunerations and Distribution Status

April 30, 2022 Unit: NTD Thousands

April 30, 2022
Unit: NTD Thousands
General
Manager
Title Name Stock Bonus Cash Bonus Total Ratio of the Total to to Net Profit
After Tax (%)
(%)
CEO - NT$ 18,624 NT$ 18,624 0.53%
Chuo,Yung-Tsai
Chairman and co-CEO Chuo,Wen-Hen
General Manager and co-CEO Tsai,Huey-Chin
Deputy General Manager of Finance Office Wu,Yue-Qin
Senior Deputy General Manager of Marketing Business
Group
Peng,Yan-Qi
Assistant General Manager of Chairman’s Office
Wu, Chun-Liang
Assistant General Manager of Chairman’s Office
Yang, Chuang-Bao
Assistant General Manager of Chairman’s Office
Li, Wen-Bin
Assistant General Manager of Chairman’s Office
Chiu,Shih-Rong
Assistant General Manager of Chairman’s Office
Chen, Hong-Ming
Assistant General Manager of Finance Section
Liao,Ke-Huang
Assistant General Manager of the System Development
Businesses Office
Wang, Fu-Ching

Note 1: Employee remunerations were NT$ 297,411,000 in 2021, but the employee remuneration distribution list hadn’t been decided as of the publication date of the annual report, so the remuneration planned to be distributed this year shall be based on practices in previous years.

Note 2: Incumbent at Date of the Report’s Publication

(iv) Analysis of the Ratio of the Total Remuneration Given to Directors, General Managers, and Vice General Managers by This Company and All Companies in the Consolidated Financial Statements over the Past Two Years to the Net Profit After Tax in the Individual Financial Report, and Description of the Relationship between the Remuneration Policy, Standards and Packages, Procedures for Determining Remuneration, Business Performance, and Future Risk:

32

1. Analysis of the Ratio of the Total Remuneration Given to Directors, General Managers and Vice General Managers by This Company and All Companies in the Consolidated Financial Statements over the Past Two Years to the Net Profit After Tax in the Individual Financial Report

Item
Title
Ratio of the Total Remuneration to the Net Profit After Tax
2021 2020
This Company All Companies in the Financial
Report
This Company All Companies in the Financial Report
Director 6.46% 7.18% 7.62% 7.78%
4.67%
CEO, General Manager and Deputy General Manager 2.77% 3.00% 4.51%
  • Note 1. The net profit after tax belonging to the parent company in 2021 was NT$ 3,532,230,000

  • Note 2. The net profit after tax belonging to the parent company in 2021 was NT$ 1,929,730,000

  • Note 3.The total remuneration of directors includes the part of employees receiving relevant remuneration. Therefore, there is overlap with the calculation of the total remuneration of the chief executive, general manager and deputy general manager.

  • Description of the Relationship between the Remuneration Policy, Standards and Packages, Procedures for Determining Remuneration, and Business Performance and Future Risk:

  • (1) Article 31 of the company's articles of association. If the company makes a profit in the year, the employee compensation shall be no less than 1% and the director compensation shall be no more than 4%. The amount of the appropriation shall be released after being reviewed by the Remuneration Committee and then submitted to the Board of Directors for discussion, and shall be submitted to the shareholders ’meeting

  • (2) The company sets the remuneration procedures for directors, general managers and deputy general managers, which is based on "director performance evaluation and remuneration system", "board performance evaluation method" and "manager performance evaluation and bonus system" as the basis for evaluation; directors In addition to referencing the company ’s overall operating performance, future risks and development trends of the industry, it also refers to the results obtained from the performance evaluation standards and its contribution to the company and gives reasonable remuneration; the remuneration of the general manager and deputy general manager is based on "Salary and various treatment procedures", and take into account the relevance of the manager ’s personal performance and the company ’s overall business performance and future risks, and the salary and compensation committee will make recommendations to the board of directors for resolution, depending on the actual operating conditions and relevant laws Review the remuneration system to balance the company's sustainable operation and risk control 。

33

iii. Implementation of Corporate Governance

(i) The Operation of Board of Directors

  1. The Board of Directors held 5 meetings (A) in 2021. The actual attendance rate of all directors of the board is: 45/45=100%, individual director attendances are as follow:
Title Name Number of
Meetings
Attended
Personally
(B)
Number of
Meetings Attended
by Proxy
Personal Attendance Rate
(%) (B/A)
Remarks
Chairman Chuo,Wen-Hen 5 0 100.0%
Deputy
Chairman
Chen,Chin-Tsai 5 0 100.0%
Director Chuo,Yung-Tsai 5 0 100.0%
Director Tsai,Huey-Chin 5 0 100.0%
Director Lee,Shun-Chin 5 0 100.0%
Director Representative of San Hsin
Investment Co.Ltd.: Huang,
Ching-Yi
5 0 100.0%
Independent
Director
Chiang,Cheng -Ho 5 0 100.0%
Independent
Director
Chen,Ching-Huey 5 0 100.0%
Independent
Director
Tu,Li-Ming 5 0 100.0%

34

Other Essential Information:

1.If the operation of the board has any of the following situations, the board meeting’s date, motion period, discussion details, opinions from independent directors, and the company’s response should be noted :

  • (1)Items listed in Article 14 3 of the Securities Exchange Act
(1)Items listed in Article 14-3 of the Securities Exchange Act

Date of Board Meeting (Period)

Motion Content
Opinions
of
the
independent directors and
measures taken by the
company
2021.03.23
15thSession of the 11th
Committee
Liftingdirectors’ and managers’prohibition on competition All independent directors
passed the proposal without
objection.
Cash capital increase and endorsement guarantee of subsidiary
Eterbright Solar Corporation
Cash capital increase and endorsement guarantee of subsidiary
Matrix Precision Co., Ltd.
Endorsementguarantee for Italian subsidiary
Endorsement guarantee for Japanese subsidiary’s factory
construction funds
2021.05.05
16thSession of the 11th
Committee
Endorsementguarantee for Japanese subsidiary
Subsidiaryoverdue account transfer funds loan case
Amendment to Endorsement Guarantee Procedures
Liftingdirectors’prohibition on competition
2021.06.28
17thSession of the 11th
Committee
Buildingof new factoryat Yunlin TechnologyIndustrial Park
Capital increase for South Korean subsidy
Endorsementguarantee for subsidiaryEterbright Solar Corporation
Capital increase for Singaporean subsidy
Mechanical and electrical engineering plan for Yunlin Technology
Industrial Park factory
2021.08.05
18thSession of the 11th
Committee
Capital increase for subsidiaryMATRIX
Endorsementguarantee for subsidiaryEterbright Solar Corporation
Endorsementguarantee for subsidiaryMatrix Precision Co.
Proposal for endorsementguarantee for South Korean subsidiary
Liftingdirectors’ and managers’prohibition on competition
Japanese subsidiaryoverdue account transfer funds loan case
2021.11.05
19thSession of the 11th
Committee
Cash capital increase and endorsement guarantee for subsidiary
Eterbright Solar Corporation
Endorsementguarantee for subsidiaryMatrix Precision Co.
Endorsement guarantee for Japanese subsidiary’s factory
construction
Endorsementguarantee for South Korean subsidiary
Endorsementguarantee for subsidiaryMATRIX
Japanese subsidiaryoverdue account transfer funds loan case

(2) Except for the pre-opening matters, other resolutions that have not been approved by the Audit Committee and have been approved by more than two-thirds of all directors : There is no such case.

35

  1. The implementation status of the independent directors’ avoidance of the proposal of interest shall state the name of the independent director, the content of the proposal, the reasons for the avoidance of the interests and the situation of participation in voting 2021.3.23 15[th] Session of the 11[th] Committee

  2. Case of lifting ban on directors and managers’ restriction of competition.

  3. Reasons for avoiding interests and voting conditions: This case involves the directors' own interests. Except for directors Chuo,Wen-Hen and Chuo,Yung-Tsai who did not participate in the discussion and voting, the other directors were consulted by the acting chairman for the results. As the company's interests were not harmed, it was passed without objection.

2021.05.05 16[th] Session of the 11[th] Committee

Case of lifting ban on directors’ restriction of competition.

Reasons for avoiding interests and voting conditions: This case involves the directors' own interests. Except for directors Chen, Chin-Tsai who did not participate in the discussion and voting, the other directors were consulted by the acting chairman for the results. As the company's interests were not risked, it was passed without objection.

2021.08.05 18[th] Session of the 11[th ] Committee

Case of lifting ban on directors’ and managers’ restriction of competition.

Reasons for avoiding interests and voting conditions: This case involves the directors' own interests. Except for directors Chuo,Wen-Hen and Chuo,Yung-Tsai who did not participate in the discussion and voting, the other directors were consulted by the acting chairman for the results. As the company's interests were not put at risk, it was passed without objection.

  1. Implementation of the Board of Directors’ self-assessment:
Assessment
cycle
Assessment period Assessment
field
Assessment method Assessment content
Once annually 2021.1.1 ~ 2021.12.31 Include
Board of
Directors,
the entirety
of the
Functional
Committee,
and peer
review
among
directors
Internal assessment by
the Board of Directors
and Functional
Committee
1.Level of participation in the company’s
operations
2.Increase quality of the Board’s decisions
3.Composition and structure of the Board
4.Appointment and refresher courses of
directors
5.Internal control
  1. The objectives of strengthening the functions of the board of directors in the current year and the most recent year (for example, the establishment of an audit committee, the improvement of information transparency, etc.) and the assessment of implementation:

(1) In order to promote corporate governance and effectively play the functions of the board of directors, the company has established a corporate governance supervisor in accordance with the "Points to be Followed for the Establishment and Exercising of the Board of Directors of Listed Companies".

(2) In order to implement corporate governance and enhance the functions of the board of directors to establish performance targets to strengthen the efficiency of the operation of the board of directors, the company has completed the formulation of the board of directors performance evaluation method, and the evaluation will be executed before the end of the first quarter of each year. The results of the 2021 evaluation are excellent, and the board of directors will report the results of the implementation on February 25, 2022.

(3) Adhering to the transparency of operations, safeguarding the rights and interests of shareholders, and proactively revealing important resolutions of the board of directors on the company's website.

(4) The goal of board diversification: The company pays attention to the diversity of board members. When selecting directors, the company also nominates directors for consideration based on operational management capabilities, crisis management capabilities, financial accounting ... etc. In addition, the company also pays special attention to the diversity of gender equality. Among the 9 board members elected, 4 are female members, an increase of 1 more than the previous board of directors to implement the gender equality diversity policy.

(5) The company upholds the attitude of information transparency and publishes important resolutions of the board of directors on the company ’s information observatory or company website for investors ’enquiries. In principle, three legal person briefings are held annually for investors to obtain company-related information and increase investors’ recognition. The company held three briefings in March, August, and November, respectively, in 2021.

36

(ii) The Operation of the Audit Committee:

  • The Audit Committee is formed by three independent directors. They are in charge of reviewing the content of the Company’s financial statement, employing or deploying of the CPAs and its independence and performance, effectively implementing the Company’s internal control, complying related laws and regulations, and controlling the potential or existing risk of the Company. Their main duties are as follow: (1) In accordance with Item 1, Clause 14 of the Securities and Exchange Act, establish or amend the Internal Control System Statement.

  • (2) Evaluate the effectiveness of the Internal Control System Statement.

  • (3) In accordance with Item 1, Clause 36 of the Securities and Exchange Act, establish or amend the procedure of significant financial business behaviors such as obtain or dispose assets, trade on derivative goods, capital loan to others, and endorse or guarantee for others.

  • (4) Issues involving personal interests of the directors.

  • (5) Major capital loans, endorsement, and guarantees.

  • (6) The offering, issuance, or private placement of any equity-type securities.

  • (7) Issue of securities with private equity.

  • (8) Employment, deployment, and compensation of the CPAs.

  • (9) Appointment on Finance, Accounting, and internal audit managers.

  • (10) Annual and semi-annual financial reports

  • (11) Other major issues under the regulations of the company or competent authority.

2021 Audit Committee Items of Discussion are included below:

  • (1) Audit of financial statements and accounting policies and procedures.

  • (2) Evaluation of the effectiveness of the internal control system.

  • (3) Amend the handling procedures for acquiring or disposing of assets, engaging in derivative commodity transactions, lending funds to others, endorsing others or providing guarantees.

  • (4) Matters related to directors' own interests.

  • (5) Significantly obtained assets, capital loans and endorsement guarantees.

  • (6) Raise or issue marketable securities.

  • (7) Visa accountant qualifications, independence and competence.

  • (8) Appointment and remuneration of visa accountants.

  • (9) Appointment and removal of the head of finance, accounting and corporate governance.

  • (10) Compliance.

  • (11) Fraud prevention plan and fraud investigation.

  • (12) Corporate risk management.

The Audit Committee held 6 meetings (A) in 2021, and the attendance of directors was as follows:

Title Name Number of
Meetings
Attended
Personally (B)
Number of
Meetings
Attended by
Proxy
Personal
Attendance Rate
(%) (B/A)
Remarks
Independent Director Chiang, Cheng-He 6 0 100%
Independent Director Chen, Ching-Huey 6 0 100%
Independent Director Tu, Li-Min 6 0 100%

Other Essential Items:

  1. The operation of the audit committee should include one of the following circumstances, the date, period, content of the bill, resolution of the audit committee, and the company ’s handling of the audit committee ’s opinions:

(1) Article 14 of the Securities Exchange Act 5 listed items

Date of Audit
Committee
Meeting (Period)
Motion Content Audit
Committee
Decision
Results
The company's
handling of the
opinions of the audit
committee
2021.03.23
2nd Committee,
14th Session
2020 internal control system
statements
The case was passed
unanimously after inquiry from
the host, submitted to the board
for discussions
None
2020 Business report and
financial statements
2020 surplus transfer to capital

37

increase and issuance of new
shares
Lifting directors’ and their
managers’ prohibition on
competition
Cash capital increase and
endorsement guarantee for
subsidiary Eterbright Solar
Corporation
Cash capital increase and
endorsement guarantee for
subsidiary Matrix Precision
Endorsement guarantee for
Italian Subsidiary
Endorsement guarantee for Japanese
subsidiary’s factory construction funds
Subsidiary overdue account
transfer funds loan case
2021.05.05
2nd Committee,
15th Session
Endorsement guarantee for
Japanese subsidiary
Subsidiary overdue account
transfer funds loan case
Amendment to Endorsement Guarantee
Procedures
Lifting directors’ prohibition on
competition
2021.06.28
2nd Committee,
16th Session
Building of new factory at Yunlin
Technology Industrial Park
Capital increase for South
Korean subsidiary
Endorsement guarantee for
subsidiary Eterbright Solar
Corporation
Endorsement guarantee for
Singaporean subsidiary
Japanese subsidiary overdue
account transfer funds loan case
2021.08.04
2nd Committee,
17th Session
Mechanical and electrical engineering
plan for Yunlin Technology Industrial
Park factory
Capital increase for subsidiary
MATRIX
Endorsement guarantee for
subsidiary Eterbright Solar
Corporation

38

Endorsement guarantee for
subsidiary Matrix Precision Co.
Endorsement guarantee for
South Korean subsidiary
Lifting directors and their
managers’ prohibition on
competition
Japanese subsidiary overdue
account transfer funds loan case
2021.8.5
2nd Committee,
18th Session
Consolidated financial
statements for the second
quarter of 2021
2021.11.04
2nd Committee,
19th Session
Cash capital increase and
endorsement and guarantee for
subsidiary Eterbright Solar
Corporation
Endorsement guarantee for
subsidiary Matrix Precision Co.
Endorsement guarantee for Japanese
subsidiary’s factory construction
Endorsement guarantee for
South Korean subsidiary
Endorsement guarantee for
subsidiary MATRIX
Japanese subsidiary overdue
account transfer funds loan case
  • (2) Except for the pre-opening matters, other resolutions that have not been approved by the Audit Committee and have been approved by more than twothirds of all directors: There is no such case.

  • The implementation status of the independent directors' avoidance of the proposal of interest shall state the name of the independent director, the content of the proposal, the reasons for the avoidance of interests and the situation of participation in voting: there is no such situation.

  • Communication between independent directors, internal audit supervisors and accountants (should include major matters, methods and results of communication on the company's financial and business conditions):

  • (1) A separate meeting between the CPA and the audit supervisor is held at least once a year to discuss the opinions regarding the completed internal

audit led by the audit supervisor and the external audit led by the CPA, and to communicate based on items missing from the annual audit.

  • (2) The internal audit supervisor should regularly report to the audit committee:

  • The annual internal auditing plan

  • Regularly report to the Audit Committee on the implementation of internal audit matters

  • (3) The CPA shall participate in meetings of the audit committee at least once every year and report the results of the annual audit.

(4) Others: In the event of major abnormal circumstances, or matters that independent directors, audit supervisors and accountants deem necessary to communicate independently, meetings may be held at any time to facilitate communication. Independent director and internal audit supervisor:

Date Members Present Communication Focuses Communication Results
2021.03.23
(Pre-meeting of
Audit Committee)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
1. Report the audit focus and results to the
independent directors
2. Issue the company's 2020 internal
control system statement


After discussion and
communication, the
independent directors had
no objection to the report
on the execution results
of the audit business.
2021.05.05
(Internal Audit
Director reports to
Independent
Directors)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit
Supervisor
Chen,
Shih-
Chung
Report the audit focus and results to the
independent directors
After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.

39

ir 2021.06.28
(Internal Audit
Director reports
to Independent
Directors)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
Report the audit focus and results to the
independent directors
After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.
2021.08.05
(Internal Audit
Director reports to
Independent
Directors)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
Report the audit focus and results to the
independent directors
After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.
2021.11.04
(Pre-meeting of Audit
Committee)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
1. Report the audit focus and results to the
independent directors
2. Formulate internal audit plan for 2022
After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.
2022.02.25
(Pre-meeting of
Audit Committee)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
1. Report the audit focus and results to the
independent directors
2. Issue the company's 2021 internal
control system statement.
After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.
2022.05.10
(Internal Audit
Director reports to
Independent
Directors)
Independent
Director
Chiang,
Cheng-He
Independent Director Chen, Ching-
Huey
Independent Director Tu, Li-Ming
Audit Supervisor Chen, Shih-Chung
Report the audit focus and results
independent directors
to the After
discussion
and
communication,
the
independent directors had
no objection to the report
on the execution results
of the audit business.
ector and CPA:
Date Members Present Communication Focuses Communication Results
2021.03.23
(CPA reports to the
independent
directors)
I

I

I

ndependent
Director
Chiang,
Cheng-He
ndependent
Director
Chen,
Ching-Huey
ndependent Director Tu, Li-
Ming
CPA Tseng, Tung-Chun
1. Accountants explain the results of the
2020 consolidated financial report and
discuss the findings
2. The accountant reports to the
independent directors on the results of
the internal control review.
3.
Accountants
discuss
and
communicate
issues
raised
by
independent directors.

Through the audit committee to
approve the annual financial
statement and submit it to the
board of directors for approval,
Announce
and
report
to
the
competent
authority
as
scheduled.
2021.11.04
(CPA reports to
the independent
directors)
Independent
Director
Chiang,
Cheng-He
Independent
Director
Chen,
Ching-Huey
Independent Director Tu, Li-
Ming
CPA Tseng, Tung-Chun
1. Fraud matters assessment, significant
risks and key verification matters
report
2.
Accountants
discuss
and
communicate
issues
raised
by
independent directors
No objection after discussion.
2021.02.25
(CPA reports to the
independent
directors)
Independent
Director
Chiang,
Cheng-He
Independent
Director
Chen,
Ching-Huey
Independent Director Tu, Li-
Ming
CPA Tseng, Tung-Chun
1. Accountants explain the results of the
2021 consolidated financial report and
discuss the findings
2. The accountant reports to the
independent directors on the results of
the internal control review.
3.
Accountants
discuss
and
communicate
issues
raised
by
independent directors.
Through the audit committee to
approve the annual financial
statement and submit it to the
board of directors for approval,
Announce and report to the
competent
authority
as
scheduled.

Independent Director and CPA:

40

(iii) Implementation of Corporate Governance and its Differences from Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Causes:

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
1. Does the company set and disclose
corporate governance best practice
principles according to “Corporate
Governance Best Practice Principles
for TWSE/GTSM Listed Companies”?

V
This company sets its own “Corporate Governance
Best Practice Principles” according to “Corporate
Governance
Best
Practice
Principles
for
TWSE/GTSM Listed Companies”; there are no
major differences between its implementation and
the principles it has set; it’ll continue to promote the
implementation of corporate governance according
to relevant provisions.
None
2. The Company’s shareholding structure
and stockholders’ equity
(1) Does the company establish an internal
operating procedure to deal with
shareholders’
suggestions,
doubts,
disputes and litigations, and treat them
based on the procedure?
(2) Does the company possess the list of
its major shareholders as well as the
ultimate owners of those shareholders?
(3) Does the company establish and
execute the risk management and
firewall mechanisms between it and
affiliated companies?
(4) Does the company formulate internal
regulations to prohibit insider trading?

V
V
V
V
(1) The company has established an internal
operation procedure and designated related
departments
to
handle
shareholders’
suggestions or disputes; it has also established a
spokesperson system, so there’s a person
responsible for responding to shareholders’
questions,
including
suggestions,
doubts,
disputes and litigation.
(2) The company knows the shareholding of its
directors, managers and major shareholders
holding over 10% of its shares at all times.
(3) The company has established related internal
control systems and firewall mechanisms, such
as rules governing the management of its
subsidiaries
and
procedures
for
loan,
endorsement and guarantee according to law
and regulations.
(4) The company has established “Procedure for
Precaution against Insider Trading and Internal
Significant
Information
Processing”
to
expressly
prohibit
insiders
from
trading
marketable
securities
using
undisclosed
information; besides, Article 37 of “Corporate
Governance Best Practice Principles” also
stipulates that board members shall do their
duties loyally, bear their duties of care and
exercise their powers in a highly disciplined
and prudent way; the audit department evaluate
whether the procedure execution above meet
the rules irregularly by random checks, and the
company has also emphasized precaution
against insider trading to directors and
supervisors.
None
3. Composition and Responsibilities of the
Board of Directors
(1) Does the Board develop and implement a
diversified policy for its members?
V (1) The company has set “Corporate Governance Best
Practice Principles” which writes that board members
should pay attention to gender equality and be
equipped with knowledge, skills and qualities
necessary for performing their duties; it has indeed
executed such principles. The company greatly
values the integration of diversity among the board of
directors.
The board of directors of the company shall guide the
company's strategy, supervise managerial officers,
and take responsibility for the company and its
None

41

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
(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?
V V shareholders. The operations and arrangements of its
corporate governance system shall ensure that the
board of directors exercises its functions and powers
in accordance with laws and regulations, the
company's articles of association or the resolutions of
the shareholders' meeting. The board of directors
should have related professional knowledge and
skills, and the backgrounds of its members should
cover the following areas: operational judgment,
accounting and finance, business management, crisis
management,
industry
knowledge,
international
market outlook, leadership ability, and decision-
making ability. As a policy, the company aims to
appoint at least 2 directors that are versed in each
area. In addition, the company also pays attention to
gender equality in the board of directors, and aims to
appoint at least 2 female directors.
Implementation in 2021: There are 4 female directors
among the 9 current board members, and female
directors account for 44.4% of the board members;
there are at least 2 directors versed in the skills of
management
capabilities,
crisis
management,
financial accounting, etc., which is in line with the
company's policy and meets the goals for diversity in
the board. The Board of Directors of the Company is
led by the Chairman, and his/her duty is to
implement a well-functioning governance system for
the board, make improvements for the duties and
functions of supervisory officers, and strengthen the
functions of managerial officers.
(2) According to law, the company has established a
remuneration committee and an audit committee. In
addition, the company has also recently set up a new
nominating committee. The committee consists of 3
members, and their duties are to improve the
functions of the board of directors and strengthen the
management policies of the company. The
nomination committee is composed of independent
directors.
(3) In order to implement corporate governance to
enhance the functions of the board of directors and
establish performance targets to enhance the
efficiency of the operation of the board of directors,
the company formulated the performance evaluation
methods of the board of directors of the company in
accordance with the letter No. 1070025395 of the
Taiwan Governance Code on December 27, 2018.
Approved by the board of directors. At the end of
each year, the company ’s deliberative unit will invite
directors to fill out self-assessment questionnaires for
the board of directors, board members, and functional
committees
to
conduct
board
performance
assessments for the year. The performance of the
board of directors in 2021 has been evaluated as
excellent, with no major missing improvement
projects, and has been listed in the board meeting of
the board of directors on February 25, 2022.
(4) In accordance with the Code of Practice for
Governance of OTC Listed Companies, the Board of
Directors evaluates the independence and suitability of
CPAs once a year. The 2021 evaluation results were
approved by the Board of Directors on November 5, 2021.
The evaluation criteria and results are described as

42

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
(4) Does the company regularly evaluate the
independence of CPAs?
V follows:
1. Independence: CPA Wu, Li-Tung and CPA Tseng,
Tung-Chun (hereinafter referred to as the CPAs),
along with members of the audit team, have issued a
"Certificate of Detached Independence."
2. Suitability: The CPAs do not serve as directors or
independent directors of the company, have no direct
or significant indirect financial interests, are not
shareholders of the company, and do not receive pay
from within the company. They also possess
professional abilities necessary for completing their
work. In addition, they are present for the company's
shareholders meeting, and attend meetings of the
audit committee and the board of directors when
necessary, and they provide the company's staff with
necessary education and training on a regular basis.
3. Evaluation results: Certified Public Accountants
Wu, Li-Tung and Tseng, Tung-Chun from Deloitte &
Touche passed the company's independence and
suitability evaluation standards and were qualified to
serve as the company's CPAs.
4. Do TWSE/GTSM Listed Companies
set a special unit or person for
corporate governance to be in charge of
related matters of corporate governance
(including but not limited to providing
data
needed
by
directors
and
supervisors
to
perform
business,
handling matters related to the board
meeting and shareholders’ meeting
according to law, registering the
company and changing the registration,
and taking minutes in the board
meeting and shareholders’ meeting)?
V In order to promote corporate governance and effectively
play the functions of the board of directors, the company
has set up a full-time corporate governance unit under the
jurisdiction of the company's finance department in
accordance with the provisions of Articles 20 and 22 of
the "Points to be Followed for the Establishment and
Exercise of Power of the Board of Directors of Listed
Companies" The chief of the Finance Office is also part-
timer, and he has more than three years of experience in
the management of finance, stocks or deliberations in
public issuing companies, and his qualifications meet the
requirements. He comprehensively manages corporate
governance related matters, and his main responsibilities
are as follows:
(1)Providing data needed by directors and supervisors to
perform business, handling matters related to the board
meeting and shareholders’ meeting according to law,
registering the company and changing the registration,
and making records of proceedings in the board meeting
and shareholders’ meeting. They also assist directors in
their appointment, continuing education, and training.
They provide directors with necessary information for
handling business, and assist the directors in complying
with applicable laws and regulations.
(2)Before the board of directors consults the opinions of
the directors to plan and formulate the agenda, and at
least 7 days before the meeting, all directors are notified
to attend and provide relevant meeting materials, so that
the directors can understand the content of the relevant
issues in advance.
(3)Every year, register the date of the shareholders'
meeting before the time limit prescribed by the law,
prepare and report the meeting notice, the proceedings
manual and the proceedings in accordance with the law,
and handle the change registration after amending the
articles of association or re-electing the directors.
(4)In order to ensure that the members of the board of
directors are immediately informed of the company ’s
major news, the company immediately informs the
members of the board of directors after issuing major
messages, and arranges for directors to participate in
None

43

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
financial, business and other professional knowledge
courses.
(5)Irregularly convene communication meetings of
accountants, independent directors, and supervisors of
auditing and accounting to implement the internal
control system. For details of the communication
meetings, please refer to the company's website.
(6)The board of directors is regularly notified of the
revisions and developments of the latest laws and
regulations related to the company ’s business field and
corporate governance.
(7)Review and design and plan the company's overall
internal control system to ensure corporate governance
management measures to maintain efficiency and
flexibility, and coordinate related matters across
departments.
(8)Relevant matters related to the board of directors and
shareholders' meeting were successfully completed in
2021, and the business development situation has been
listed in the board meeting of the board of directors on
February 25, 2022. The main implementation situation
is as follows:
1. Assist directors and independent directors to
perform
their
duties,
provide
necessary
information and arrange for their further studies
2. Assist the board of directors and shareholders in
meeting procedures and resolutions, such as
reporting on corporate governance and responsible
for the release of important information on
important board resolutions.
3. Draft the agenda of the board of directors to notify
the directors seven days ago, convene the meeting
and provide meeting materials, if the issue needs
to be avoided, give advance reminders, and
complete the minutes of the board meeting within
20 days after the meeting.
4. Handle the registration of the shareholding date in
accordance with the law, and prepare the meeting
notice, the discussion manual and the proceedings
within the legal period.
The items above have been completed in 2021.
(9)The head of corporate governance participated in the
continuing training course for the issuer's securities
firm stock exchange accounting directors organized by
the Stock Exchange in 2021 for a total of 12 hours.
5.Does
the
company
establish
a
communication channel and build a
designated section on its website for
interested parties, and handle all the
issues they care for in terms of
corporate social responsibilities?
V (1)The company instructs related departments to
communicate with interested parties as required
and there is an “Area for Interested Parties” on
the corporate website for customers, suppliers,
media and employees to contact the company. In
addition, it has also established a spokesperson
system, so there’s a person responsible for
dealing with related issues of legal persons and
investors.
(2)The “Interested Parties Section” on the corporate
website
provides
a
questionnaire
for
interested parties to give suggestions or put
questions and the important social responsibility
issue they’re deeply concerned about must be
responded to appropriately. The company also
has speaker corner and website for shareholder
None

44

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
column email and investor related email, also set
up corresponding windows for sales management
and operation items. In the interested parties
section, if there is any question, suggestion, or
complain, the interested parties may contact the
CEO, General Manager, Independent Directors,
Audit Room, or special contact window for the
interested parties by the emails provided in this
section for smooth and effective communication
channels.
6.Does
the
company
appoint
a
professional shareholder service agency
to deal with shareholder affairs?
V This company entrusts related affairs of the board of
shareholders to professional stock affairs agencies
and this year it authorizes Yuanta Securities to do
the job.

None
7. Information Disclosure
(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 disclosure channels (e.g.
building an English website, appointing
designated people to handle information
collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
(3)Does the Company announce and file
its annual financial report within two
months after the end of the fiscal year,
and announce and file its financial
reports for the first, second and third
quarters as well as its operating status
for each month before the specified
deadline?
V
V
(1) The company has set up an "investor ’s
section" in Chinese and English on the
company's website to disclose financial
business
and
corporate
governance
information, and in accordance with relevant
laws
and
regulations,
declare
relevant
information on the path designated by the
Financial Supervisory Commission on time.
(2) The company has Chinese and English
websites, and instructs relevant departments to
collect relevant information and place it on the
company website. The company has a
spokesperson system in accordance with
regulations, and has a spokesperson and
deputy
spokesperson,
with
designated
personnel handling related questions from the
corporation and investors. The company's
website also has telephone and e-mail contact
methods
In principle, the company holds three
corporate briefings a year, and publishes the
information and videos of the briefings on the
company's website and public information
observatory as required. In 2021, the briefings
were held in March, August, and November.
(3) The company announces and declares the
annual financial report (within three months),
the first, second, and third quarter financial
reports (within 45 days) and the monthly
operating situation (monthly 10 days ago). The
2021 financial statements were announced and
filed on February 25, 2022, within two months
after the end of the fiscal year.
None

45

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
8. Does the company have any other important information that helps to understand the operation of corporate governance? Yes, the explanation
is as follows:
(1)Operational performance:
In order to implement corporate governance, the company has established an effective internal control system, implemented self-checking
operations, and set up independent directors. It borrows the professional experience of independent directors and increases the practical
experience of the team to strengthen the functions of the board of directors, to protect the shareholders’ rights and enhance information
transparency. On the other hand, the company has established public information declaration operations in accordance with relevant
regulations, so that shareholders and stakeholders can fully understand the company's financial business status and the implementation of
corporate governance.
In addition, in order to strengthen the corporate governance of the company, in addition to updating the company's Chinese and English
pages for investors to immediately obtain corporate information, it also established a stakeholder platform for stakeholders to express
opinions to the company in real time, so that the company can get the respond quickly and improve.
(2)Explanation of environmental protection expenditure information and labor relations (employee rights and employee care):
Please refer to the fourth and fifth points of this annual report.
(3)Investor Relations︰
The company treats all shareholders in accordance with the principle of fairness and openness. It convenes shareholders’ meetings in
accordance with the provisions of the company act and relevant laws and regulations, and informs shareholders to attend the shareholders'
meeting in accordance with relevant regulations. It also gives shareholders the opportunity to ask questions or make proposals to achieve the
effect of checks and balances., and formulate rules of procedure for shareholders’ meetings in accordance with the law, properly keep
minutes of shareholders’ meetings and fully disclose relevant information on public information observatories; in addition, in order to
ensure that shareholders have the right to fully understand, participate in and decide on major issues, besides immediate disclosure of the
company ’s important information, major information in Chinese and English, and spokespersons and agent spokespersons to respond to
shareholder suggestions and concerns, respond to corporate and investor issues in real time, and let them better understand the company's
operating results and conditions.
(4)Respect the rights and interests of interested parties:
The company honestly discloses company information in accordance with laws and regulations to protect the basic rights and interests of
investors. It maintains a smooth communication channel with banks, employees, consumers and suppliers, and has set up “stakeholders’
area" on the company's website for all interested parties to contact the company immediately. The company respects and protects its
legitimate rights and interests. The company has established three internal employee opinion mailboxes to encourage colleagues or
stakeholders to express their opinions or report violations, which is beneficial for the company’s growth.
Processed Events of 2021:
Year
Management
System
Employee
Benefits
Gender
Equality
Completed Items
Completion
2021
12
1
0
13
100%
Enhance corporate governance and protect shareholders’ rights:
In order to reduce the risk and diversify the risk of directors and managers from causing major damage to the company and shareholders due
to wrongful or negligent acts, it has been stipulated in Article 25 of the company's articles of association within the term of directors and
shall be liable for the scope of business execution The company ’s liability for compensation is for the purchase of liability insurance. The
company and the board of directors approved the renewal of liability insurance for directors on May 10, 2022. The insurance coverage is as
follows:
Insured Party
Insurance Company
Insured Amount
Insured Period
All directors and
managers
Shinkong Product Insurance Co.,
Ltd.
5,000,000 USD Dollars
(Approximately
NT$ 143,000,000)
2022/3/27
~
2023/3/27
(5)Thecompany's directors participated in corporate governance related courses and laws in 2021, which are listed as follows:
Title
Name
Date
Course Name
Hours

46

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
3
3
3
3
3
3
3
3
3
3
2
3
3
3
3
3
3
3
3
Chairman Chuo,Wen-Hen 2021/03/22 Group corporate governance 3
2021/05/12 Intellectual property management that the
technology industry must know
3
Deputy
Chairman
Chen,Chin-Tsai 2021/04/26 Fully activate the digital resilience of enterprises -
from the perspective of ransomware virus
emergency adaptation and response
3
2021/08/19 Business integrity management and money
laundering prevention
3
2021/09/01 The impact of commercial courts on the operation of
the board of directors and the execution of duties by
directors
3
2021/10/28 The general trend of ESG and sustainable
governance in the life insurance industry
3
Director Chuo,Yung-Tsai 2021/3/22 Group corporate governance 3
2021/5/12 Intellectual property management that the
technology industry must know
3
Director Lee,Shun-Ching 2021/3/22 Group corporate governance 3
2021/5/12 Intellectual property management that the
technology industry must know
3
Director Tsai,Huey-Ching 2021/1/28 The 23rd CEO Lecture and Keynote Speech 2
2021/3/22 Group corporate governance 3
2021/5/12 Intellectual property management that the
technology industry must know
3
Director Sanko
Investments Co.,
Ltd.
Representative:
Huang,Ching-Yi
2021/4/27 Principles and applications of artificial intelligence 3
2021/8/25 The impact of FTA and RCEP on Taiwan-funded
enterprises and their countermeasures from the
perspective of directors and supervisors
3
Independent
Director
Chiang,Cheng-He 2021/8/6 Analysis and decision-making of corporate financial
information
3
2021/8/25 The impact of FTA and RCEP on Taiwan-funded
enterprises and their countermeasures from the
perspective of directors and supervisors
3
Independent
Director
Chen,Ching-Huey 2021/8/6 Analysis and decision-making of corporate financial
information
3
2021/8/25 The impact of FTA and RCEP on Taiwan-funded
enterprises and their countermeasures from the
perspective of directors and supervisors
3

47

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
Independent
Director
Tu,Li-Ming
2021/8/6
Analysis and decision-making of corporate financial
information
3
2021/8/25
The impact of FTA and RCEP on Taiwan-funded
enterprises and their countermeasures from the
perspective of directors and supervisors
3
(6)The company's financial controller, audit director,and corporate governance director of the company in 2021 participated in corporate
governance related courses and laws and regulations which are listed as follows:
Title
Name
Date
Title
Hours
Assistant General
Manager of the
Finance Office
(Financial
Supervisor)
Liao,Ke-
Huang
2021/09/03
Aspects of "Sustainable Development" New Policy, Climate Governance
and Low-Carbon Management
6
2022/01/18
Common Types of Litigation and Internal Control Management Practices
of Enterprises "Signing Business Contracts"
6
Manager of
Chairman’s
Office (Audit
Supervisor)
Chen,Shih
-Chong
2021/11/02
Fraud risk audit service and management
6
2021/12/03
Corporate Fraud Detection and Prevention: Legal Responsibility,
Forensics and Big Data Analysis
6
Deputy General
Manager of the
Finance Office
(Corporate
Governance
Supervisor)
Wu, Yue-
Qin
2021/3/22
Group corporate governance
3
2021/04/16
2021 Economic Outlook and Industry Trends
3
2021/05/12
Intellectual property management that the technology industry must know
3
2021/09/28
Sustainability (CSR, ESG) Model Practice Analysis of Corporate
Governance Evaluation
3
(7)The situation of the relevant personnel of the group company's accounting audit obtaining relevant domestic and foreign licenses:
There are 8 accountant licenses (CPA) in the Republic of China, 3 US accountant licenses (US CPA), 6 accountant licenses in other countries,
and 2 international internal auditor licenses (CIA) , Accounting and Audit Supervisor have CPA license.
(8)The specific management objectives of the board member diversity policy and the current achievements:
1. Diversity Policy:
In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors,
the board of directors of the company has adopted and revised the code of practice of corporate governance. Among them, the third chapter
strengthens the functions of the board of directors, which includes the establishment of a diversity policy. Including but not limited to the
basic conditions and values, professional knowledge and skills of the two major standards, and should generally have the knowledge, skills
and literacy necessary to perform their duties. The current board of directors of the company is composed of 9 directors, including 3
independent directors. The members have rich experience and professionalism in the fields of finance, business and management.
2. Specific management objectives:
The company's board of directors should guide the company's strategy, supervision and management, and be responsible to the company
and its shareholders. All operations and arrangements of its corporate governance system should ensure that the board of directors exercises
its powers in accordance with laws, the company's articles of association or shareholders' meeting resolutions. The board of directors
should have sufficient professional knowledge and skills. The professional background of the members should cover law, accounting,
Independent
Director
Tu,Li-Ming 2021/8/6 Analysis and decision-making of corporate financial
information
3
2021/8/25 The impact of FTA and RCEP on Taiwan-funded
enterprises and their countermeasures from the
perspective of directors and supervisors
3

48

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

Differences
from Corporate
Implementation
Governance
Best Practice
Evaluation Items Principles for
TWSE/GTS M
Listed
Yes No Summary
Companies and
the Causes
industry, finance, marketing, and technology. The number of seats in each professional field should be at least 2 people. In addition, the
company also pays attention to the gender equality of the members of the board of directors, at least two female directors.
3. The current situation and the board's overall capabilities are as follows :
The members of the board of directors of the company have extensive experience and expertise in the fields of finance, commerce and
management. In addition, the company also pays attention to the gender equality of the members of the board of directors. The target of female
directors is 2 or more. The current 9 directors of the board of directors include 4 female directors, which is 1 more than the previous board
members. The ratio of female directors to directors has reached 44.4 %; When the company selects directors, it also evaluates the
directors ’management and management capabilities, crisis management capabilities, financial accounting, etc. to implement the company’s
policy of diversification of directors. The target is to have at least 2 directors versed in each category of professional skills. The specific
implementation conditions are as follows:
Industry
Age Professional Capability
Also Experience
Director’s Employee
Name Nationality Gender of the Asset Risk
Under Over Accoun
company 60 61-70 71 Bank Manage ting Law Manageme
ment nt
Chuo,Wen- V V V V
R.O.C. M
Hen
Chen,Ching- V V V V V
R.O.C. M
Tsai
Chuo,Yung- V V V V V V V
R.O.C. M
Tsai
Tsai,Huey- V V V V V
R.O.C. F
Ching
Lee,Shun- V V V
R.O.C. M
Ching
V V V V
Sanko
Investments
Co., Ltd.
Representativ R.O.C. F
e:
Huang,Ching-
Yi
Chiang,Cheng V V V V
R.O.C. M
-He
Chen,Ching- V V V V
R.O.C. F
Huey
V V V V
Tu,Li-Ming R.O.C. F
Operation Accounting Operation Crisis Industry International Leadership Decision
Director’s Judgement Finance Management Handling Knowledge Market Skills Skills
Name View
V V V V V V V
Chuo,Wen-Hen
----- End of picture text -----

49

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
Chen,Ching-
Tsai
V
V
V
V
V
V
V
V
Chuo,Yung-
Tsai
V
V
V
V
V
V
V
V
Tsai,Huey-
Ching
V
V
V
V
V
V
V
Lee,Shun-Ching
V
V
V
V
V
Sanko
Investments
Co., Ltd.
Representative:
Huang,Ching-
Yi
V
V
V
V
V
Chiang,Cheng-
He
V
V
V
Chen,Ching-
Huey
V
V
V
Tu,Li-Ming
V
V
V
Target
2
2
2
2
2
2
2
2
Achieved
6
6
5
6
7
8
5
6
Level
100%
100%
100%
100%
100%
100%
100%
100%
(9)The company pays special attention to the disclosure and disclosure of information, and regularly or irregularly exposes company-related
information on public information observatories or company websites. In 2021, it also published 56 major messages in Chinese and English at
the same time, so that investors can immediately learn about the company’s operational status and important information.
(10)Director and manager performance evaluation and remuneration links:
1. The remuneration of directors of the company complies with the provisions of Article 25 of the Company's Articles of Association. The
remuneration of the chairman, deputy chairman and directors is determined by the board of directors according to the degree of participation
in the operation of the company and the value of their contributions. Remuneration policies also consider industry standards both domestically
and abroad. As the basis for evaluation, the procedures for determining the amount of remuneration are based on the company's "Board
Performance Evaluation Methodology". In addition to referring to the company's overall operating performance, the quality of board decision-
making and internal control status, individual performance evaluation results are also referenced to ensure that reasonable remuneration is
given. The rationality of remuneration is reviewed by the Remuneration Committee and the Board of Directors to ensure the sustainable
operation of the company and control for risk.
2. In addition, the company’s managerial officers are regarded as ordinary employees during the issuance of salaries, bonuses, dividends, and
benefits. The above are paid out according to the operation and profit-earning status of the company. In addition, the results of the company’s
operations and the scope of responsibilities of each manager are also taken into account. The results of the annual performance evaluation are
compensated with reasonable remuneration. The policy of remuneration for managerial staff is based on the company's "salary scale", "salary
treatment method", and the scope of each person’s individual responsibilities. Contributions made to the company's operating performance are
considered when calculating dividends, year-end bonuses, and other remuneration.
3. If directors and managers engage in morally hazardous activities or other activities that are risky and may have a negative impact on the
company's image, including inappropriate internal management and personnel fraud, the remuneration of directors and managers will be
calculated based on contributions to operation and the specific target achievement rates of directors and managers. Remuneration will be
calculated and issued accordingly. The remuneration system of directors and managers is subject to review at any time in accordance with the
actual operating conditions and relevant laws and regulations.
Chen,Ching-
Tsai
V V V V V V V V
Chuo,Yung-
Tsai
V V V V V V V V
Tsai,Huey-
Ching
V V V V V V V
Lee,Shun-Ching V V V V V
Sanko
Investments
Co., Ltd.
Representative:
Huang,Ching-
Yi
V V V V V
Chiang,Cheng-
He
V V V
Chen,Ching-
Huey
V V V
Tu,Li-Ming V V V
Target 2 2 2 2 2 2 2 2
Achieved 6 6 5 6 7 8 5 6
Level 100% 100% 100% 100% 100% 100% 100% 100%

50

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
4. Article 31 of the company's articles of association stipulates that if the company records profits at the end of the year, it should allocate no
less than 1.0% as remuneration for employees and no more than 4.0% as remuneration for directors. For example, for the 2021 distribution of
2020 surplus, the ratios of employee remuneration and directors' remuneration were 6.0% and 3.0% respectively, which are in accordance
with the company's articles of association.
(11) Evaluation of the Performance of the Functional Committees:
4. The performance evaluation of the company’s Audit Committee and Remuneration Committee in 2021 was conducted by means of self-
evaluation questionnaires. The three independent directors have completed the relevant written self-evaluations. The evaluation results are
summarized as follows:
(1) Participation rate in the company's operations (5 questions in total): All members gave positive comments.
(2) The cognition of Functional Committee responsibilities (5 questions in total): All members gave positive comments.
(3) Improvement of the decision-making quality of Functional Committees (5 questions in total): All members gave positive comments.
(4) Functional Committee’s composition and member selection (4 questions in total): All members gave positive comments.
(5) Internal control (4 questions in total): All members gave positive comments.
5. Performance evaluation results: The results show that the members of the Functional Committees gave positive evaluations regarding the
efficiency and operation of the committee itself, and believed that the committees are functioning well.
(12)Build the information security risk management framework as follows:
The company has established an information security risk management structure as follows. In addition to regularly reviewing the security
policy, the results of information security implementation are reported to the board of directors at least once a year. Implementation was good
in 2021, with no major incidents in information security management.
1. Organization and management structure: The Information Department of the company is responsible for all affairs relating to information
security. In order to strengthen the management of information security, the original office was upgraded in July 2012 from the department level
to the division level and it was restructured as the Information Department. The General Manager cum co-CEO directly supervises the execution
of all operations of the department. The Information Department is responsible for all information security matters which include, but are not
limited to, coordinating the formulation and implementation of information security and protection-related policies. In addition, the department
also manages risks in information security and executes periodic examinations to ensure compliance. The head of the information department
leads the team to carry out the company's information security operations and ensures the effectiveness of the information security risk
management mechanism. This officer regularly makes reports to the chairman and general manager regarding the overall organization of
information security management in the company and the effectiveness of the implementation of relating systems. The company integrates
information security-related regulations with its internal control management policies. All matters requiring executive approval have to go
through the board of directors. The company ensures the confidentiality, integrity, availability, and legality of information assets through regular
inspections annually.
2. Information Security Policy:

Goal: To appropriately control the security of the company's data, systems, equipment, and network. This is done in the hope of protecting
the best interests of the company, shareholders, employees, customers, and suppliers. Employees must have complete knowledge on
information security protection and be very vigilant in all situations. In addition to reducing risks related to information operations, the
company also requires outsourced service providers and visitors to abide by the relevant security management regulations to reduce the risk
of information security leakages. The company is also in the process of conducting the "ISO 27001 Information Security Management
System" international standard certification. It is hoped that the introduction of the ISO 27001 Information Security Management System
will strengthen the ability to respond to breaches in security and ensure the safety of assets of the company and its customers. The
information security training personnel and the supervisor of the information security department are responsible for coordinating and
implementing all policies relating to information security. They shall regularly report to the general manager or other higher-level
supervisors to review the implementation status of related policies and assist the human resources department in conducting information
security education and training for employees to cultivate information security awareness. Lastly, the audit office conducts an annual
review of the internal control of the information security system to evaluate its effectiveness.

Implementation methods:
(1) Formulate information security operation specifications, define objectives for managing information security and key operation points,
and implement and promote them throughout the company.
(2) Strengthen the control and evaluation of various internal and external information release processes by establishing security measures
such as identity authentication and access control; doing so can prevent leakage, errors or tampering of confidential information.
(3) Establish a cross-departmental information security team that is dedicated to the formulation, promotion, implementation, and
evaluation of information security management matters, and ensure that the company has an information-based environment for continuous
business operation. This is essential in making improvements and maintaining the safety of information assets.
(4) Conduct information security education and training sessions to strengthen employees' awareness and compliance with related policies.
(5) Establish and implement an information security risk assessment mechanism to ensure the effectiveness and timeliness of information
security management.
(6) Implement an internal audit system for information security to ensure the implementation of information security management.
(7) Regularly conduct reviews and continuously improve the company's information security management system.
3. Specific management plans and resources invested in information security management:

51

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Differences
from Corporate
Implementation
Governance
Best Practice
Evaluation Items Principles for
TWSE/GTS M
Listed
Yes No Summary
Companies and
the Causes
In order to protect the interests of the company, shareholders, employees, clientele, and suppliers, the security of the company's data, systems,
equipment, and network is vital. Outsourced service providers and visitors to the company are all required to abide by the relevant security
management regulations to reduce the risks related to information operations and maintain the correctness and vigilance of information security.
If there is any behavior that endangers information security, depending on the seriousness of the circumstances, the company will investigate and
the offender is subject to civil, criminal and/or administrative punishments or be dealt with in accordance with the company's relevant regulations,
regardless of who the offender is. This demonstrates the company's dedication in protecting information security. The company has formulated
the following standards and management plans to fulfill information security goals:
Category/Item/Topic Specific management measures/invested resources
█ Upgrade software to Layer 7 Firewall model
Network firewall
█ Set up connection control policies
protection
█ Block detectable threats and attacks
█ All Internet communications must go through a securely managed gateway
Internet control █ Prohibit access to sites known to contain information security hazards and other non-
mechanism work-related websites
█ Record and inspect any accounts of unnecessary access
█ The endpoint security protection system uses multi-layer and multi-dimensional
protection, providing sandbox protection against unknown program behavior in addition to
Endpoint Security
virus codes.
Protection
█ For servers and important hosts, subscribe and implement the highly rated MDR
threat detection and response service.
█ Establish a Microsoft automatic security update service system, and actively dispatch
and update computer operating systems.
█ Perform active updates for devices that are listed in Endpoint Security as not fully
Operating system updates
updated.
█ Phase out computers whose operating systems or applications have stopped
updating for security purposes.
█ Build a gateway system for dual-core filtering of SPAM and multi-level information
Email Security security threats.
Management █ Virus scanning software is enabled in the SPAM system to block out harmful
attachments.
█ Prohibit bringing feature phones or smart phones with WIFI connection into the
company
Mobile Device █ Business phones are managed by the Android Enterprise registration management
Management system
█ Install action management systems such as MDM/MAM/MCM.
Internet access control █ Introduce intranet security control systems such as NAC (Network Access Control),
IPAM (IP Address Management), and IAM (Identity Management).
4. Emergency notification procedures
According to policy, if the company's information security regulations are violated, the company will resort to appropriate disposal procedures
and/or take legal actions. In addition, all employees of the company should understand that all information obtained during work is the property of
the company. Any other unauthorized use of said information is prohibited.
In the event of an emergency information security incident, the information personnel will respond to the abnormal event and report it to the
supervisor for evaluation and judgment. Then, they will immediately propose a plan to block the damaged system and restore normal operations.
After abnormal incidents are dealt with accordingly, information security professionals and manufacturers are invited from the outside to conduct
investigations on the incident at hand and assist in formulating plans for improvement. After reporting to the chairman and general manager, the
plans are resolved and implemented.
(13) Management plan and implementation of intellectual property rights:
1. Formulate intellectual property management policies, goals and systems related to operating strategies
In order to strengthen the industry leadership and maintain the hard-won R&D technological achievements, the company has formulated an
intellectual property strategy that combines the company’s operational goals and R&D resources. The chairman’s office’s intellectual property
team will lead the communication and coordination with relevant units in accordance with intellectual property rights. The spirit of the
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52

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
management policy is to set goals and systems for various intellectual property rights and let relevant units follow them to avoid infringement of
the intellectual property rights of others in the company’s products or marketing process, complete the layout of intellectual property rights of
products, and establish effective communication channels for relevant units to communicate with The intellectual property unit can indeed
implement relevant intellectual property decisions and continuously improve the management system.
2. Intellectual property acquisition, protection, maintenance and operation management system
From the beginning of its establishment, HIWIN has drawn up a long-term development blueprint, with innovative R&D and brand marketing as
its core values. It has established R&D centers and laboratories in Taiwan, Tokyo, Japan, Offenburg, Germany, Moscow, Russia, and Israel.
There are more than 500 R&D personnel. In order to maintain its competitive advantage in the field of precision linear transmission components
and system technology products, and hope to become the number one brand in this field, HIWIN continues to actively devote itself to product
research and development and technological innovation. The Intellectual Property Unit of BOB Technology will work closely with R&D units to
build comprehensive and strong patent barriers. As of the end of December 2021, the number of patent applications of BOB Technology has
reached 3,312, and the total number of approved global patents exceeds 2,697. It has been ranked among the top 100 patents of the Smart Office
for 20 consecutive years.
3. Provide sufficient resources to effectively implement and maintain the intellectual property management system
BOC Technology takes innovative R&D and brand marketing as its core values, and allocates 3%-7% of its turnover to R&D expenditures every
year, and it does not hesitate to spend on the hardware and software implementation of the intellectual property system. , And there is an
intellectual property unit responsible for the management and maintenance of the company’s intellectual property system, and regularly report the
management status of intellectual property rights to the company’s senior management. For innovative output, the expenses for applying for
protection of intellectual property rights will be invested NT$ 52,886,000and NT$ 55,905,000 in 2021 and 2020, respectively.
4. Implementation status
In order to improve the protection of intellectual property achievements, and strengthen the intellectual property management system through a
third-party fair verification unit, the main implementation situation in recent years is as follows:
(1) Introduced the Taiwan Intellectual Property Management Regulations (TIPS) from 2014 to 2017
(2) In 2018, the intellectual property unit will continue to deepen the intellectual property management system, establish the control points of an
effective intellectual property rights system, and expand the introduction of the TIPS system to various factories (Taichung, Yunlin and Chiayi).
(3) Since 2017, we have severely pursued and cracked down on counterfeit products in the global market. With the company’s trademark rights,
68 factories and 399 sellers have been investigated and 501,835 sliders have been seized, and 12,017 counterfeit products have been seized. Pack
of blocks.
(4) In 2019, General Manager Tsai Huey-Ching was invited by the Institute of Science and Technology Law (TIPS) of the Information Industry
Promotion Association of the consortium to give lectures on the topic of "Intellectual Property Management Obligations of the Board of Directors
of Listed Companies" and share the company's intellectual property management experience.
(5) The business secret registration system will be implemented in 2021. The business secret registration makes the management of business
secrets more precise, and strictly controls the access and audit of business secrets to avoid the leakage of business secrets. So far, there are 53
business secrets registered.
(6) Starting in 2021, the company has begun to implement a system to collect evidence of trademark use, and the use of the trademark of the
company's products will be regularly checked to ensure the validity of the company's registered trademark.
(7) Continue to improve the legal concept of supervisors, and use legal disputes in the company as teaching plans every year, so that supervisors
at all levels can inspect whether the responsible unit has similar legal issues, and improve the department's management system.
(8) Provide patent five-stage education training for new R&D colleagues, including: patent specification structure introduction, patent search
methods, patent proposal techniques, patent refusal and defense, patent infringement identification, etc., so as to cultivate the basic knowledge of
patents for R&D personnel, In order to enhance the company's research and development capabilities and reduce the risk of patent infringement.
(9) Regularly review the trademarks applied by others, and file opposition, evaluation (invalidation) or abolition (unused cancellation) procedures
for trademarks that are the same or similar to the company's trademarks to maintain the company's brand value.
(10) The relevant implementation status regarding intellectual property was reported to the board of directors on November5, 2021.
5. Achieve results:
(1) Patent
173 patent applications have been filed and 197 patent certificates have been awarded. As of the end of 2021, a total of 2,246 patents have been
obtained and are still valid. In 2021, it was listed in the Top 100 patents of the Intellectual Property Bureau of the Ministry of Economic Affairs.
The part of the domestic legal person: 88thin patent announcement
The R&D achievements in the field of metal, steel and precision machinery are still second to none in Taiwan, and continue to maintain the
throne.
(2) Combating counterfeiting
1. The mainland registration number 18961112 and 18961115 color combination trademarks owned by Shanghai Banking Technology Co., Ltd.
were selected by the mainland authorities as the top ten typical trademark infringement cases in Wenzhou in 2017 and the administrative
protection of trademarks by the State Intellectual Property Office in 2019.
2. By monitoring mainland e-commerce platforms, complaining and deleting sales links that infringe on the company's color combination
trademark rights, and suing online sellers with more serious infringements, as of 2021, 17 online sellers have been sued, and obtained 220,000.00
RMB compensation and certain settlement funds to protect the company's online brand reputation.
3. The four manufacturers that infringed the company's Mainland Announcement No. 100425901 invention patent rights were sued. The company
won two cases in the first and second trials, and two other cases are underway.

53

Evaluation Items Implementation Differences
from Corporate
Governance
Best Practice
Principles for
TWSE/GTS M
Listed
Companies and
the Causes
Yes No Summary
4. The two mainland manufacturers who filed a lawsuit for infringing the copyright of the company's line and rail catalogue are currently under
trial.
9. Please comment on the results of the recent corporate governance evaluation issued by the Corporate Governance Center of the Taiwan Stock
Exchange Co., Ltd., and propose priorities and measures for those who have not yet improved.
The Corporate Governance Center of the Stock Exchange announced the fifth corporate governance evaluation. The company ranked 6%-20%
of the listed companies. It can be seen that the efforts in implementing corporate governance have been affirmed.
I. Hold the shareholders' meeting before the end of May: The company is actively evaluating whether to hold the shareholders' meeting in
advance in May.
II. Voluntary Announcement Financial Forecast Information: The company has no plans to voluntarily announce annual financial forecast data.
III. Director performance evaluation method: In order to implement corporate governance to enhance the functions of the board of directors and
establish performance targets to strengthen the efficiency of the board of directors, the company has established the company's board of directors
performance evaluation method in accordance with the letter of December 27th, 2018’s Taiwan Governance Code No. 1070025395, and passed
by the board of directors passed on December 11th, 2019. At the end of each year, the company ’s deliberative unit will invite directors to fill out
self-assessment questionnaires for the board of directors, board members, and functional committees to conduct board performance assessments
for the year. The performance of the board of directors in 2021 has been evaluated as excellent, with no major missing improvement projects, and
has been listed in the board meeting of the board of directors on February 25, 2022.

54

(iv) Composition, Responsibilities and Operation of the Remuneration Committee:

I. Remuneration Committee:

1. Information of Remuneration Committee Members

equirement
Identity
Name
equirement
Identity
Name
Professional Qualifications and
Experiences
Compliance with Independence Number of
other
companies
the person
is acting as
independent
director
Independent
Director
(Convener)
Chiang,
Cheng-
He
The company’s remuneration
committee consists of three
independent
directors.
For
information on their professional
qualifications and experiences,
please refer to “Information on
Directors” (pp. 14-16).
Members of the Remuneration Committee comply with the
following:
1.Complies with the relevant provisions of Article 14-2 of
the Securities and Exchange Act promulgated by the
Financial Supervisory Commission and "Regulations on
the Establishment of Independent Directors of Public
Offering Companies and Matters to be Followed" (Note 2).
2.0.07% of the company's shares are held by the person,
their spouse, minor children or in the name of others.
3.The person has not provided business, legal, financial,
accounting, and other services to the company or its
affiliated enterprises in the last twoyears.
None
Independent
Director
Chen,
Ching-
Huey
Members of the Remuneration Committee comply with the
following:
1.Complies with the relevant provisions of Article 14-2 of
the Securities and Exchange Act promulgated by the
Financial Supervisory Commission and "Regulations on
the Establishment of Independent Directors of Public
Offering Companies and Matters to be Followed" (Note 2).
2.None of the company's shares are held by the person,
their spouse, minor children or in the name of others.
3.The person has not provided business, legal, financial,
accounting and other services to the company or its
affiliated enterprises in the last twoyears.
None
Independent
Director
Tu
Li-
Ming
None

Note: No members meet any of the following criteria in the two years before being elected or during the term of office:

(1) An employee of the Company or other affiliates.

(2) A director or supervisor of the Company

(3) An individual shareholder in Top 10 Shareholders of the company where he/she, his/her spouse and minor children have over 1% of the total issued shares or have such shares in the name of others;

(4) A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of any of the persons in the preceding three paragraphs.

(5) Directors, supervisors or directors of corporate shareholders who directly hold more than 5% of the company's total issued shares, hold the top five shares, or directors, supervisors, or employees who appoint representatives to act as company directors or supervisors in accordance with Article 27, paragraph 1 or 2, of the Company Act.

(6) Directors, supervisors or employees of other companies who control more than half of the shares or voting rights by the same person. (7) Directors, supervisors or employees of other companies or organizations who are the same person or spouse with the company's chairman, general manager or equivalent.

(8) Not directors, supervisors, managers or shareholders holding more than 5% of a particular company or institution that have financial or business dealings with the company.

(9) Professionals, proprietors, sole proprietorships, partnerships, companies or institutions that provide audits for companies or related companies, or business, legal, financial, accounting, and other related services that have received NT$ 500,000.00 in the past two years. Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited to this.

2. Responsibilities of Remuneration Committee

To assist the board of directors in executing, evaluating and reviewing the policy, system, standard and structure of salaries and remunerations of the Company’s directors and managers regularly, the remuneration committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit suggestions for discussion to the board of directors

(1)The committee shall make and periodically review the performance evaluation, remuneration policy, system, standards and structure of directors and managers.

(2)The committee shall periodically evaluate and set the remuneration of directors and managers.

55

  • (3)Regularly review the organizational rules of the Remuneration Committee and assess whether to propose amendments.

  • The Remuneration Committee shall perform its functions and powers in

  • accordance with the following standards:

  • (1) Salary management should conform to the company's salary concept.

  • (2) The performance evaluation and remuneration of directors and managers should be related to the company's operating performance and future risks.

(3) The ratio of dividends to the short-term performance of directors and managers and the payment time of part of the variable remuneration should be determined in consideration of the characteristics of the industry and the nature of the company's business.

(4) The members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.

  1. Operation of Remuneration Committee

(1)The committee has 3 members.

  • (2)Tenure of this Committee Term: June 28th, 2019 to June 27th, 2022, The Remuneration Committee held 3 (A) meetings in the past year and the qualifications of the committee members as well as their attendance records are shown below:
Title Name Number of
Meetings
Attended
Personally (B)
Number of
Meetings
Attended by
Proxy
Personal Attendance
Rate (%) (B/A)
Remarks
Convener Chiang, Cheng-He 3 100.0%
0
Member 3 0 100.0%
Chen, Ching-Huey
Member Tu, Li-Ming 3 100.0%
0
Review salary and compensation regularly:
The function of the company's salary and compensation committee is to evaluate the salary and compensation policies and
systems of the directors and managers of the company in a professional and objective position. It meets three times a year
and may hold meetings at any time as necessary to make recommendations to the board for Reference for decision-
making.
Other necessary information:
1. If the Board does not adopt or revise proposals of the remuneration committee, the Board meeting date, session,
session, content of the motion, the Board decision, and the Company’s response to the remuneration committee’s
opinions shall be properly recorded (for example, if the remuneration package approved by the Board is superior to that
suggested by the remuneration committee, the difference and reasons must be noted): none
2. Should a committee member oppose or reserve their opinion regarding any decision made by the remuneration
committee and their opinion has been recorded or submitted in a written statement, the committee meeting date,
session, content of the motion, opinions of all members, and the response to the opinions shall be recorded: none.

(3)The Remuneration Committee’s date of meetings, content of proposals, and the company’s handling of the committee’s opinions in the recent year

Remuneration
Committee Dates
(Period)
Motion Content Proposal Outcome The company’s
handling of the
committee’s
opinions
2021.03.23
4th Session, 6th
Committee
1. Revise the "Salary and Remuneration
Committee Organization Rules"
2. 2020 employee compensation and
director compensation proposal
The case was approved
by
the
chairman
in
consultation with all the
members present without
objection and submitted
to the board of directors
for discussion.
Submitted to
the
board of directors
and approved by all
the directors present
2021.8.4
4th Session, 7th
Committee
Director and Manager Salary Review
Report
(No matter was discussed by the
Remuneration Committee this time)
All attending members
were aware
-
2021.11.4
4th Session, 8th
Committee
Director and Manager Salary Review
Report
(No matter was discussed by the
Remuneration Committee this time)
All attending members
were aware
-

56

II. Nominating Committee:

1. Information on members of the Nominating Committee and details of operation:

Title Name Professional Qualifications
and Experiences
Number of
Meetings
Attended
Personally (B)
Number of
Meetings
Attended by
Proxy
Personal Attendance
Rate (%) (B/A)
Remarks
Independent
Director
(Convener)
Chiang, Cheng-He The company’s remuneration
committee consists of three
independent directors. For
information on their
professional qualifications
and experiences, please refer
to “Information on Directors”
(pp. 14-16).
0 0
0
Independent
Director
0 0 0
Chen, Ching-Huey
Independent
Director
Tu, Li-Ming 0 0
0
Other necessary information:
State the meeting date, period, and content of the main proposals of the Nominating Committee, the content of the proposals or objections of the
members of the Nominating Committee, the results of the resolutions of the Nominating Committee, and the company's handling of the opinions
of the Nominating Committee: The Committee was established on November 5, 2021, and there is still no meeting record.

2. Duties of the Nominating Committee

Under the authorization of the board of directors, the committee shall, with the assistance of managerial officers, faithfully perform the following functions and powers, take responsibility for the board of directors, and report the results of the resolutions or submit them to the board of directors for discussion:

  • (1) Formulate the selection criteria for the composition and qualifications required for board members and senior managers, and select and review candidates for directors and senior managers.

(2) Plan and execute performance evaluations for the board of directors, functional committees, board members, and senior managers.

  • (3) Planning and execution of a director training program.

  • (4) Review the organization's procedures and the Code of Practice on Corporate Governance.

3. Information on the Operation of the Nominating Committee

  • (1) There are 3 members on the Nominating Committee.

(2) The committee was established on November 5, 2021, and elected independent director Chiang Cheng-He as the convener on that day. The term of this committee is from November 5, 2021 to June 27, 2022.

  • (3) Meetings shall be held at least twice a year. Since its establishment in November 2021, there is no meeting record to date.

(5) Fulfillment of Sustainable Development:

**(5) Fulfillment of Sustainable ** Development: Development: Development:
Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
1.
Has
the
Company
established
an
exclusively (or concurrently) dedicated unit
under supervision of senior management
authorized by the Board of Directors to
promote sustainable development and report
its implementation to the Board of Directors?
V In order to promote sustainable development, the
company established the CSR Committee in 2014 and
changed the name of this unit to the ESG Committee in
2021. It is the highest-level center within the company
that
can
make
decisions
regarding
sustainable
development. The chairman has already authorized the
general manager to be responsible for formulating the
company's vision in terms of sustainable development.
The general manager also serves as the chairman of the
ESG Committee, and discusses and formulates medium-
and long-term sustainable development plans with the
senior managers of relevant units around the company,
such
as
the
Chairman's
Office,
the
Product
Development
Department,
the
Manufacturing
Department,
the
Management
Department,
the
Environmental Protection Department, the Human
Resources Department, the Finance Department, and the
Planning Team.
Starting from 2021, monthly meetings are held to
discuss issues such as the environmental, social, and
legal aspects of sustainable development. These include,
None

57

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
but are not limited to, energy conservation and carbon
reduction. The team puts forward countermeasures and
action plans. Sustainable development issues are
considered starting from the product development stage,
and shall be regularly reviewed. After discussion, when
the annual implementation plan and results are
approved by the committee, these items shall be listed
as proposals on the board of directors’ report, which
should be presented to the board at least once a year.
The implementation results and short-, medium- and
long-term goals for 2021 have been included in the
board of directors’ report on May 10, 2022. After
hearing
the
report,
each
director
makes
recommendations and oversees the implementation of
related policies in the future. The board of directors of
the company takes the reports and strategies of the
management
team
very
seriously,
and
makes
suggestions when necessary. These recommendations
made to the ESG Committee act as a reference for the
managing team to adjust their strategies.
2.Has
the
Company
conducted
risk
assessment on environmental social and
coporate
governance
issues
related
to
coporate operations and formulated relevant
risk management policies or strategies based
on materiality principle?
V The company has established an "ESG Committee"
and a "Risk Management Committee" to lead the
discussion of related issues. Every year, these two
committees regularly refer to the international
report preparation guidelines to analyze major
issues. These committees read through various
research reports and documents, and make
inspections accordingly after communicating with
major internal and external stakeholders. After
gathering an adequate amount of information, the
committees decide the content and priority of each
topic, including the operation-related risks and
social and corporate governance issues. They then
formulate related risk management strategies. As
most of the risk assessments are done in the
company’s Taiwanese factories, these are currently
the main focus of the committees. However, foreign
subsidiaries are expected to be gradually included
into the discussion.
The ESG Committee regularly conducts analysis based
on the materiality principle of the Sustainability Report.
The committee evaluates issues that are in line with the
materiality of the company through the advice of
external experts on the physical examination of the
company. A variety of functional organizations and
stakeholders engage in continuous communications and
interactions to ensure excellent performance on
operation related issues. The committee is responsible
for managing major issues relating to environmental,
social, and corporate governance. The ESG Committee
and the Risk Management Committee refer to the
framework of climate-related financial disclosure
proposals to assess various risks and opportunities,
identify major risks and opportunities based on
exposure risk levels, and conduct climate change risk
assessments based on policies and regulations. The
status of various markets and manufacturing is also
used in assessing potential impacts on the company.
According to the results of the financial impact
assessment of risks and opportunities, relevant measures

58

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
and
action
plans
are
put
forward,
and
the
implementation has produced positive results.
The units of the company concerned in the above work
put forward important issues such as operational risk,
credit and financial risk, climate change risk, industry
change risk, human risk, intellectual property rights and
information security risk, litigation risk, supply chain
risk, regulatory risk and industrial safety, and
environmental
protection
risk.
Measures
are
introduced in response to reduce risks. The board of
directors meeting on May 10, 2022 also reports on the
implementation results of the 2021 annual risk strategy
and relating response.
3. Environment Issues
(1) Does the company establish an
appropriate environmental management
system based on the characteristics of its
industry?
(2) Has the company committed to
improving resource utilization efficiency
and to the use of renewable materials with
low environmental impact?
(3) Does the company evalulated the
current and future potential risks and
opportunities of climate change, and
aqdopted
countermeasures
related
to
climate issues?
(4)Does the Company collected statistics
of emissions of greenhouse gas(GHG), the
uaage of water, and the total weight of
waste in the past two years, and formulated
energy saving and carbon reduction, GHG
reduction, water saving, and other waste
management policies?
V
V
V
(1) The company's operation headquarters has passed
the ISO 14000 environmental management
certification system. The latest version of ISO
14001 was verified on January 3rd2022, and the
certificate is valid until January 28th2025. The
company's Taiwanese factories have implemented
ISO 14064-1, ISO 14064-3 (greenhouse gas
emissions inventory), ISO 14067:2018 (product
carbon
footprint)
and
ISO
14046:2014
(organizational water footprint) and obtained the
British Standards Institution (BSI) verification
statement. The Taiwanese factories have also
completed the ISO 50001 inventory and third-
party verification processes.
(2) The company is committed to the development
and use of green product materials and packaging
materials with environmental protection concepts
in mind, in addition to strengthening garbage
classification and resource recycling to reduce
resource waste. The company also promotes
energy management and renewable energy, as
well as the recycling and reuse of recycled
materials such as electricity, water, packaging
materials,and waste paper in each factory area.
Through
system
implementation,
energy
inventory, and diagnostic tests, the company can
effectively manage energy usage and promote
energy
conservation
throughout
the
whole
company. Energy-saving equipment were also
purchased and processes were improved to save
electricity during production. The reduction plan
formulated in 2021 and 2020 saved 3.26 million
kWh and 3.81 million kWh of electricity, which
entails a reduction of 1,639 metric tons and 1,944
metric tons of carbon dioxide emissions in
respective year.
(3) The ESG Committee is the highest organization in
the company that deals with climate change
management. The committee is led by the general
manager, and voluntarily used the framework of
the Task Force on Climate-related Financial
None

59

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
Disclosures (TCFD) in 2021 to conduct climate
risk assessments. Based on the level of exposure
and vulnerability matrix, the committee develops
an adaptive plan of action, and major risks and
opportunities are screened accordingly. Climate
change risk analysis is carried out according to
related policies and regulations, in addition to
market
and
manufacturing
aspects
when
evaluating potential financial impacts to the
company.
The company is committed to the development
and use of green product materials and packaging
materials while keeping environmental protection
concepts in mind. In addition, the company also
emphasizes
garbage
classification
and
the
recycling of resources to reduce waste. Through
the implementation of the ISO 50001 energy
management system and the improvement of
energy
inventory
and
diagnostic
tests
to
effectively manage energy usage, the reduction
plan formulated in 2021 and 2020 saved 3.26
million kWh and 3.82 million kWh of electricity,
which reduced carbon dioxide emissions by 1,639
metric tons and 1,944 metric tons respectively. In
addition to the above strategies, the company has
also made a portion of documents paperless in
order to reduce paper waste, and has installed
solar modules on the roof of the operating
headquarters. At the same time, the company has
plans to set up other factories to respond to the
green energy policy promoted by the government
and reduce the impact of company operations on
the natural environment.
Based on the framework of the TCFD proposal,
the company evaluates the risks and opportunities
that global climate change may have on the
company. The company completed the climate
risk assessment in 2021 and identify 5 risks,
which include greenhouse gas emission pricing,
emission reporting regulations, rising raw material
costs, droughts, and rising air temperatures.
Strategies and action plans to address risks are as
follows:
1. Voluntarily reduce greenhouse gas emissions
and lower energy use.
2. Increase the number of procurement channels
for various alternative raw materials.
3. Implementing tap water storage measures and
the signing of water truck scheduling operations.
4. Effectively and efficiently utilize limited water
resources, expand the recycling and reuse of
water, and install smart water meters for easy
monitoring.

60

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
5. Strengthen the resilience of the company and
adaptation abilities to climate-related disasters.
6.
Abide
by
relevant
public
equipment
maintenance measures.
The above strategies have been included in the
company's risk management procedures and
annual work plans have been formulated.
(4) The company has also set up a special unit, the
Industrial Safety and Environmental Protection
Department,
and
has
assigned
specific
environmental
protection
personnel
to
be
responsible for matters relating to air pollution,
waste water, and material waste. The company
entrusts professional treatment agencies to deal
with material waste generated during the
production process. The company also plans and
arranges work for employees accordingly. Safety
and environmental management related training
courses are also offered regularly to all staff to
ensure the accurate implementation of the
company's policies and reduce waste output
through source reduction measures.
The company has been involved in the
promotion of carbon management related
operations for many years. The officers
responsible
thoroughly
understand
the
company's actual production of "carbon" and
"greenhouse gas", and formulates policies and
improvement measures for reductions in
greenhouse gas emissions, water use, and
other waste management issues. This is done
in order to achieve the goal of reducing
carbon dioxide emissions and demonstrate the
company's
determination
to
engage
in
environmental protection. The company's
main production bases are verified by the
third-party verification unit, British Standards
Institute (BSI), which sends representatives to
various factories to verify data. Scope 1
emissions in 2021 included 10,063.1760
metric tons of CO2e; Scope 2 emissions
included 151,143.6737 metric tons of CO2e;
Scope 3 Category 3 emissions included 4,672
metric tons of CO2e and Category 4 emissions
included 80,132 metric tons of CO2e. Scope 1
emissions in 2020 were 9,196 metric tons of
CO2e, while Scope 2 emissions were 121,866
metric tons of CO2e, and the newly added
Scope 3 category 3 emissions were 15,817
metric tons of CO2e; category 4 emissions
were 61,640 metric tons of CO2e. Total water
consumption in 2021 and 2020 was 0.833
million
tons
and
0.818
million
tons

61

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
respectively, and the total amount of waste
accumulated in the two years was 11,095
metric
tons
and
8,970
metric
tons
respectively.
In
order
to
improve
the
efficiency of water use and reduce the waste
of water resources, water recycling and reuse
facilities have been established. In 2021 and
2020, recycled water accounted for 7.8% and
8.4% of the reclaimed water plant area,
respectively, and this accounted for 5.9% of
the company's overall water use in 2021. In
2022, the company is expected to continue
promoting several energy management action
plans, which will save about 5.85 million kWh
of electricity. This will allow the company to
save about NT$ 17.21 million in electricity
bills annually, and directly reduce the
emissions of 2,939 metric tons of CO2e.
In addition to the above strategies, the
company also implements plans to go
paperless for various documents to reduce
paper waste, and installs solar modules on the
roof of the operation headquarters. This is
done in alignment with the green energy
policies
currently
promoted
by
the
government. These actions reduce the impact
of the company's operations on the natural
environment. For details, please refer to the
Company's 2021 Sustainability Report.
4. Social Issues
(1) Has the Company established its
management policies and
procedures in accordance with
relevant laws, regulations, as well
as International Covenants on
Human Rights?
(2) Has the Company formulated and
implemented reasonable employee
welfare measures (including
remuneration, rest and annual
leave, and other benefits), and
appropriately reflected the
operating performance or
achievements in the employee
remuneration?
(3) Does the company provide a
healthy and safe work
environment and organize training
on health and safety for its
employees on a regular basis?
(4) Has the Company established
mechanisms for regular
communications with employees
and keeping employees informed
in a reasonable manner changes in
Company operations that might
V
V
V
V
V
(1) In order to protect the rights and interests of
employees,
the
Company
has
referred
to
the
International Covenants on Human Rights to formulate
policies for the protection of human rights as follows:
Gender equality and maternal health protection:
No differential salary, benefits protection and
promotion opportunities will be given due to
gender, while respecting gender equality, setting
key points for prevention and treatment of sexual
harassment; the Company also abides to labor
standards and gender laws to regulate female
labor equality, maternity leave, paternity leave,
parental leave, etc.; employee may also adjust
working hours and locations during pregnancy.
Ban on child labor: The Company do not employ
child workers under the age of 16, and follows the
Labor Ordinance to treat workers under the age of
18; “Work Regulations” are also set.
Equality in disability: Same paths of career
development and salary benefits as that of general
staff members.
International shift protection: Legal salary and
leave management.
None

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Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
have significant impacts on
employees?
(5) Does the Company comply with
relevant laws and international
standards in health, safety, and
privacy of consumers as well as
marketing and labeling of its
products and services, and
establish consumer protection
policies and appeals procedures?
(6) Before doing business with
suppliers, does the Company
assess whether or not the suppliers
have had previous records of
negatively affecting the
environment or society?
V Reasonable working hours: Follows the relevant
regulations of the Labor Law to establish
Company's working hours policy and legal wage
payment.
Set regulations such as “Work Regulations”,
“Harassment Preventive Measures”, “Attendance
and Leave Management Measures”, “Babysitting
Subsidies for Staff Members”, “Employee Group
Insurance
Regulations”,
“Special
Vacation
Management Measures”.
The company's concerns and practices with regard
to human rights are as follows:
1. Provide a safe and healthy work environment
2. Eliminate unlawful discrimination and ensure
equal job opportunities for all employees
3. Prohibit child labor
4. Prohibit forced labor
5. Assist employees to maintain good physical
and mental health, and a good work-life balance
The implementation results for 2021 are as
follows:
The company held 259 hours of courses on human
rights and anti-corruption issues for colleagues,
and the total number of people trained was 2,175.
In the future, the company will continue to pay
close attention to issues regarding the protection
of human rights and promote relevant education
and training to raise employees’ awareness of
human rights protection issues and reduce the
possibility of related risks.
(2)
Employee Remuneration:
The annual salary provided by the Company to
employees is higher than the industry average, and
the salary of new employees in Taiwan and around
the world is higher than the local minimum salary.
Adhering to the concept of pay design for equal pay
for equal work, in addition to retaining employees
who are not paid, all assessments are given. Through
new assessments, quarterly assessments, year-end
assessments, and project assessments, we encourage
and
reward
the
contributions
of
outstanding
employees. Giving different bonus bonuses is also a
key feature of the reward design; for example, the
lifetime premium system: the new technology
developed by employees, if they bring profits to the
company, the company will regularly settle bonuses
to employees, which is equivalent to the authorization
fee, so that employees and the company Share

63

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
achievements for life. According to the regulations of
the company's articles of association, when the
company records a profit in the final accounts at the
end of the fiscal year, it shall allocate no less than 1%
of the profits as remuneration to the employees.
Employee benefits:
HIWIN welfare policies include but are not limited
to: insurance/health care, comprehensive insurance
plans, meal allowances, gifts for new homes,
allowances for weddings, funeral, and childcare, staff
dormitory,
and
employee
remuneration.
The
company strives to care for employees both
physically and mentally, so that they and their
families can enjoy a better quality of life. This is vital
in the support of the employees of HIWIN. Employee
benefits include: comprehensive insurance plans,
meal allowances, injury and illness allowances,
wedding and funeral allowances, and gifts for certain
holidays and birthdays. In addition, the childcare
allowance policy has been promoted since 2012 to
encourage employees to have children. Regardless of
gender, anyone who has a newborn child in his/her
household is eligible to receive a subsidy of NT$
5,000 per month for three consecutive years on top of
their normal salaries.
Workplace Diversity and Equity:
The company takes gender equality seriously. This is
done by implementing equal pay for equal work,
opportunities for promotion, and paying special
attention to the promotion of female colleagues. In
2021, females made up a total of 15% of the total
number of employees, and female supervisors
accounted for an average of 12% of the total number
of supervisors. Female supervisors above the
management level accounted for 17%, which is a
much higher ratio than most firms in the same
industry.
Business
performance
reflected
in
employee
remuneration:
The company and its subsidiaries have established a
salary scale according to the relative contribution of
employees and the level of their positions, to ensure
the provision of reasonable remuneration. Any
changes to salaries and promotions are handled
transparently and openly through institutionalized
procedures. The company regularly holds briefings
on salary adjustments and bonus distribution so that
all colleagues understand the related remuneration
policies of the company. In addition, in order to
encourage employees to work hard and produce good
results in the workplace, a certain percentage of profit
surplus is allocated to be paid out to employees in the
form of bonuses. The company’s surplus is shared

64

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
with all colleagues, and various salary and welfare
systems are regularly reviewed by relevant teams. In
order to achieve "external competitiveness" in
remuneration for attracting and retaining talents in
the
company,
the
"Remuneration
Committee"
regularly assesses the company’s remuneration
system. In order to enable employees to grow
together with the company, HIWIN actively plans
professional training sessions for employees, so that
they can keep up with new knowledge in the industry
and apply what they have learned in their work. All
regular employees are subject to a regular assessment
system. New recruits are assessed on the 1stand 3rd
months, while current employees have regular
reviews every quarter. Each year, there are four
quarterly assessments and one year-end assessment.
The
performance
of
employees
and
related
improvements are constantly under review, and those
showing improvements are eligible for promotion.
According to the Articles of Association of the
company, if the company records a profit in the final
accounts of the year, it shall allocate no less than 1%
of the surplus to be paid out to employees in the form
of remuneration.
In addition, supervisors may give bonuses based on
employees' involvement and cooperation in activities
related to sustainable development and the results of
performance evaluations. The company has also
formulated reward and punishment management
measures,
proposed
improvement
mechanisms,
workplace harassment prevention measures, and
methods for punishments and making appeals. Merit
is awarded in a timely manner, and employees are
reminded to be careful of violating rules and
regulations, and are asked to follow the code of
conduct and standards for punishments and awards.
In addition, education and training related to
sustainable development are held periodically, and
the results are considered for personal performance
reviews and promotion. In order to improve the
results of training, the company has formulated a
reward and punishment system to ensure the
effectiveness of the above-mentioned training and
promotion.
The company conducts annual surveys of industry
salaries and adjusts its own salaries based on market
levels, the status of company operations, and the
individual performance of employees to maintain
competitiveness. In 2021, the average annual salary
increase of the company's non-supervisory employees
in Taiwan was between 3% to 8%.
(3)
The company takes disaster prevention
seriously. To achieve this, the company manages

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resources, pays close attention to environmental
safety and health issues in factories, proposes
effective countermeasures, and continues to promote
occupational safety cognition in the workplace. The
main target is to have zero disasters. All of our
Taiwanese factories have passed the ISO 45001/CNS
45001 occupational safety and health management
system verification. The ISO 45001 verification date
is January 3, 2022, and the certificate is valid until
March 6, 2025. In addition, the company regularly
conducts employee safety and hygiene training, fire
drills, work environment hazard assessments, and
provides adequate protection to ensure the health and
safety of employees.
In
order
to
implement
policies
relating
to
environmental safety and sanitation, the company has
established a systematic management system (ISO
45001 and CNS 45001) integrating the spirit of plan,
do, check, and act (PDCA). Starting from research
and
development,
product
manufacturing
and
services, the use of raw materials, and gas emissions,
the company integrates the concepts of environmental
safety and sanitation by organizing meetings and
planning related education and training sessions.
Employees are highly encouraged to participate. The
company continuously promotes the improvement of
various management plans, and strives to achieve
goals in environmental safety and sanitation. The
method of operations is described below:
Every factory has appointed occupational safety
and health management units and personnel to draw
up occupational safety and health management
plans, promote work environment and operation
hazard risk identification, evaluate and control
health and safety management items, carry out
automatic inspection before operation of mechanical
equipment and working environment monitoring
and continuously improve safety and health
facilities so as to create a safe, healthy, comfortable
and friendly work environment.
All factories hold occupational health and safety
committee meetings regularly every year to review
and improve related safety and health issues, and
take precautionary measures depending on operating
risks, such as mechanical equipment management,
contractor
management,
chemicals
safety
management,
personal
protective
equipment
requirements and safety audit management. Besides,
they also do emergency response drills regularly so
as to minimize employees’ and the Company’s
capital losses and impacts of disasters on the society
and environment
It appoints special physicians and employs special

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nurses to provide health service near factories, plans
and implements labor health education, health
promotion and guidance, prevention and cure of
work-related injuries, health consultation, first aid
and emergency treatment, and holds regular health
promotion activities, such as healthy eating,
relaxation, preserving health using traditional
Chinese medicine and walking to fitness to satisfy
employees’ health needs. Moreover, it also conducts
health examination according their ages and special
work health examination to effectively evaluate and
track employees’ health condition.
It conducts working environment monitoring
semiannually, including physical and chemical
factors defined in laws and regulations, such as
illumination, concentrations of carbon dioxide,
noise, and concentration of special chemical
substances specified by laws and regulations. When
there is an unusual phenomenon found from
monitoring, the labor security personnel in the
factory will conduct evaluation and improvement to
ensure an acceptable level of hazard factor exposure
risk so as to protect the health of operating
personnel.
Apart from improvement in work environment and
workplace health, there’s also improvement in
human factors engineering, including simple fork
lift truck, vacuum extractor, hydraulic cart and
trolley; moreover, it also conducts allotment of
labor, and educational trainings and advocacy on
correct handling posture.
1.The implementation status in 2021 is as follows:
A.
The
general
manager
leads
high-level
supervisors to carry out activities to promote the
culture of safety among employees in the
company. The heads of various departments lead
colleagues to identify potential hazards in the
workplace. A total of 1,092 cases have been
recorded throughout the company, and all
improvement plans have been executed and
completed. Of those, 158 cases were implemented
simultaneously with TPS and TPM projects.
B. Statistics on the number of occupational
accidents showed a downward trend from 2018 to
2020, but the number of accidents in 2021
increased by one in comparison to 2020. The
causes of related cases have been reviewed, and
the results have been expanded to make
improvements in each factory. In order to
continuously
improve
the
work
safety
of
colleagues, HIWIN has learned valuable lessons
from occupational disasters over the years, and has
formulated activities to prevent accidents and

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improve safety in the workplace.
C. HIWIN formulates a safety and health education
and training scheme every year to improve
employees' knowledge of work safety and health.
In 2021, a total of 10 types of internal education
and training courses were offered, with a total of
3,606 participants; a total of 13 types of license
courses were offered, with a total of 445
participants. Starting in 2022, the company will
analyze the weaknesses of the promotion of safety
culture of each work process on a quarterly basis,
plan an education and training schedule, and
improve the efficiency and effectiveness of the
promotion of safety culture.
D.The company hired occupational nurses and
special occupational therapists to provide regular
health care services, such as medical treatment,
health consultation, individual case management,
emergency first aid, medical care, and medical
examinations for health abnormalities. In 2021, a
total of 1,296 people received these services.
E. In 2021, the frequency of disability injury was
0.84, which is an increase as compared to the 0.55
in 2020, resulting in the failure to reach the target
of 0.52; there were 43 cases of occupational
accidents involving 43 people (accounting for
0.0088% of the total number of employees at the
end of 2021). After a thorough review of the
improvement measures, the company took the
following steps– Improvements have been carried
out horizontally in each factory, inspection items
were
immediately
revised,
machine
safety
inspections were held, the company's safety rules
and regulations were reiterated, and supervisors
were asked to pay attention to the physical and
mental health of employees, ensuring their safety
during work.
F. The Company organizes employee health checks
in the workplace for early detection of health
hazards and potential factors of illness and disease.
Doing so also promotes chronic disease prevention
and allows employees to participate in cancer
screening activities. Based on the results of
employee health examinations, the company
understands
employees’
individual
health
problems and provide personalized advice by
conducting analysis, implementing questionnaires,
tracking data, and engaging in continuous
monitoring. In 2021, employees received such
services, and 25% of employees with metabolic
syndrome reported improvements in their health.
(4)The company has a complete career development
training system. The training topics include the

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Yes No Summary
establishment of core functions in the workplace,
different levels of professional knowledge and skills
in various fields, leadership management and
humanistic literacy, etc., to cultivate employees'
complete functions. Excellent human resources are
the cornerstone of the company's sustainable
management. In order to improve the ability and
quality of employees and to maintain long-term
competitive advantage, the company's chairman,
general manager and first-level senior executives all
serve as internal lecturers, and spend tens of millions
of dollars every year. The per capita training cost for
employee education and training is maintained at NT
$ 2,000 / person or more, ensuring that every
employee has the opportunity to be trained.
(5)The company's products are sold to the global market
and must comply with the environmental protection
regulations of various countries. The company and its
suppliers ensure that they comply with the above
regulations, and at the same time enhance and
consciousness and ability of counseling suppliers'
quality and environment, and jointly assume the
sustainable development of both parties. The
transmission
control
and
system
products
manufactured and sold by the company are industrial
products. By providing complete technical support
and product after-sales service to customers, they will
grow together with customers.
(6)The company's website and a stakeholder area are
provided for consumers to give feedback in real time
Or appeal, the company will reply to its questions to
protect its rights.
1. In addition to providing high-tech, high-quality, and
cost-effective products, the company also adheres to
the philosophy of "manufacturing is not an end, it is
to meet the needs of human beings" and is
committed to providing diversified services. HIWIN
not only regulates all the company's colleagues, but
also encourages suppliers on the system to provide
good quality and delivery time, as well as to fulfill
the responsibility of protecting the environment,
including the current state of labor compliance with
national laws and regulations, the original materials
and the conflict-prohibited areas. Minerals, banned
hazardous substances (such as EU RoSH), and
signed a conflict-free minerals declaration, and
added a supply partner labor human rights
management project in the procurement contract to
avoid and reduce potential hazards and risks to the
overall operation of the HIWIN Technologies, to
ensure the benefits The interests of the people
involved, as well as the provision of a good
employment environment, etc., thereby enhancing

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the competitiveness of both parties. The average
score for suppliers in 2021 is 8.7 points, which is the
same score back in 2020.
2. When the company orders the main equipment, it
is stipulated that if the manufacturer has a
significant impact on environmental protection, it
will reassess whether it will continue to trade with
it. In the case of a transaction with a supplier, the
parties must enter into a contract for sale and
purchase. The contract states the terms of
sustainable development: Party A and Party B shall
abide by the corporate social responsibility policy
and shall comply with the standards of ethical, legal
and public requirements for the operation of the
company. Considering the impact on society and the
natural environment, any party may terminate or
terminate the contract at any time if it involves a
policy that violates sustainable development.
3. The company has a specific supplier management
policy, which is based on the long-term cooperation
of the suppliers and the company's sustainable
operation and mutual growth through the close
cooperation model. The selection of new suppliers is
based on their price and quality. The delivery period
is listed as an assessment project, and the
environmental safety management, labor rights and
financial assessment projects are evaluated. The
survey results show that 100% of the new supply
partners have passed the assessment. In 2021, a total
of 178 new suppliers joined HIWIN. HIWIN
Technologies annually proposes a questionnaire
survey on supplier labor management operations to
conduct surveys and evaluations on the human
rights and labor status of the top 100 suppliers. The
results of the 2021 evaluation are 100% passed
4. The company always attaches great importance to
the safety and hygiene of employees and a
comfortable working environment. It also hopes that
upstream and downstream manufacturers will work
together to establish industry standards in safety,
health and environmental protection. In order to
protect the safety, health and facilities maintenance
of contractors and colleagues, the company has set
up a management system for contracting safety,
health and environmental protection agreements.
The number of households has reached 219.
Currently, the company will continue to promote
and provide assistance when necessary. Expect to
work together to reduce the risk of hazard.
5.Through the supplier evaluation and corporate
social responsibility questionnaire analysis, the
survey items are product quality, product supply
price, after-sales service, delivery punctuality rate,

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supplier location, flexible cooperation degree,
compliance with company confidential contract,
supplier inventory policy, environmental safety
management, labor human rights and financial
assessment are evaluated. Only through evaluation
can we become qualified suppliers of the company.
In response to the supply chain environmental
security management, there are 2 suppliers that do
not comply with relevant occupational safety
regulations, and are listed as key counseling targets.
5. Has the Company adopted
internationally recognized
standards or guidelines to prepare
non-financial reports such as
corporate social responsibility
reports?Has the Company obtained
a third-party assurance or
verification for such reports?
V (1) The company voluntarily publishes a sustainable
development report in June every year. The 2021
corporate social responsibility report has adopted a
cross-comparison method to conduct internal
verification on the content of the report. It has been
verified by the British Standards Institute Taiwan
Branch (BSI) in April 2022, and is in compliance
with the latest version of GRI Standards and the
AA1000 standard TYPE I medium assurance level
verification standard. The company regularly
publishes the specific promotion plan and
implementation results of sustainable development
on the company website in June each year. The
URL is as follows: csr.HIWIN.tw; and the
sustainable development report will also be
uploaded to the public information before the end
of September.
(2) HIWIN's
investment
in
corporate
social
participation in 2021 is NT$ 146,156,000 , which
includes five major items: talent cultivation
NT$ 26,577,000 , industry-university cooperation
NT$ 39,888,000
,
community
care
NT$ 68,675,000
,
charity
sponsorship
NT$ 9,037,000 , and innovative cooperation
NT$ 1,980,000. The specific promotion plans and
implementation results of the company's various
corporate social responsibilities in 2020 are
summarized as follows (for details, please refer to
the company's corporate social responsibility
report):
Talent Education-
A. Leading the promotion of the "Automation
Engineer" and "Robot Engineer" certification
exams. Their ideas and concepts have been
recognized and supported by academia and
industry. There are more than 400 automation-
related teachers and more than 100 senior corporate
executives. Participate in the proposition and
review of questions, and more than 200 companies
support engineers who are willing to give priority
to hiring or interview qualified engineers. The first
"Automation Engineer" license exam was held in
December 2009. The first “Robotic Engineer”
certification exam was held in January 2017. As of
December 2021, 24 exams have been completed,
with a total of 36,888 applicants and 10,037
certificates.
B. Accounting Elite Cultivation Program (Asia
University), which aims to improve students'
None

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accounting professional ability and international
mobility, and assist top outstanding students to
become professional accountants. A total of 764
students participated in 2021. The total amount of
sponsorship in 2021 was NT$ 1,117,460 The
implementation of the plan has entered its ninth
year, which has greatly increased the willingness of
students to obtain certificates and the learning
atmosphere. Students' participation in evening
counseling has also become a hot spot for
admissions.
C. HIWIN sponsored students from the Department
of Accounting at Tamkang University to obtain
professional certificates in accounting related
fields. Since implementation, a new atmosphere for
studying has been formed that is different from
other departments, and the university has expressed
that this type of work is highly valued. Taking into
account the experience gained from working with
the Department of Accounting, this type of
professional course is to be included in the projects
of future professional training for all departments
in the university. In 2021, the number of
participants in the program was 483, and the
sponsorship amount was NT$ 389,800
Industry-University Cooperation-
A. From high-level managers to basic-level
employees, each member of our team is invested in
cultivating students and helping them make
connections with smart machinery. Through 10
years of hard work, 1,555 students have been
trained, and 9 of them have been promoted to the
supervisory level.
B. HIWIN attaches great importance to the sharing
of knowledge. Engineers/R&D supervisors give
lectures at schools to share industry trends and
applications, enriching students' knowledge of
mechanics and hoping to help them get internship
opportunities in the future. Since 2015, the total
number of teaching hours has reached 1,286 hours,
and the total number of teachers is 405. In 2021, 23
lectures by professional teachers were conducted,
and a total of 934 students participated in the
courses.
C. So as to let students in fields related to
mechanics be exposed to the industry early on in
their careers, HIWIN arranges students to visit
factories/offices and provide them with product
knowledge, so that they can understand product
applications and the development trend of
industries worldwide through their interactions
with engineers. From 2015 to 2021, there were a
total of 8,974 visitors, and the number of visitors in
2021 was 393.
Community care-
A. HIWIN promotes the implementation of the
"Greater Taichung Lychee Value-Added Key
Technologies
and
International
Certification"
program
to
implement
corporate
social
responsibility and community care, and support
farmers’ technology upgrades with practical

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Evaluation Operation Status Differences
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actions, combined with the "color protection and
loss prevention" developed by the Chung Hsing
University team The “Water Technology” was
transferred to the Taiping District Farmers’
Association. The program started trials in 2017 to
improve the difficulty of storage of lychees and the
poor selling after refrigeration. The “cold-chain
low temperature” treatment of lychees is used to
keep fresh lychees. It can be kept fresh for more
than 21 days. Although it has been transported for
about 10 days, the appearance remains bright red
after the listing. At the same time, the Taiping
District Farmers' Association is funded to conduct
"International Certification and Good Agricultural
Practice (GLOBAL GAP) Verification". HIWIN
actively promotes the value-added and innovation
of agriculture. The purpose is to apply the
successful
model
of
industry-university
cooperation in industrial application to agriculture,
and to promote agriculture to high value. More
industry-university cooperation and innovation in
agriculture.
B. The HIWIN Education Foundation established
the HIWIN Volunteer Group in June 2012, mainly
focusing on education and social services. The
purpose is to use company resources and employee
participation to provide internal care and support
services to company employees, and to participate
in education and social welfare services externally,
so as to realize HIWIN's vision of "adding value to
human well-being" and respond to the United
Nations sustainable development goals. , To create
a better society. In 2021, there were a total of 366
visits and 1,176 service hours.
Charity sponsorship-
A. HIWIN sponsors 2 million yuan to provide
assistance in a timely manner every year. The
public welfare platform Cultural Foundation is
used in the following parts: 1. Deep cultivation of
art and culture 2. Educational rooting plan 3.
Tourism industry guidance 4. Resource integration
project.
B. HIWIN sponsors Huiming School for the Blind
with an annual funding of 1 million yuan to support
the education assistance program, to support the
life of every child with love, and to help Huiming
implement balanced and appropriate learning
development for students, safe and unimpeded
campus, professional growth teachers, The school-
running
philosophy
of
community
school
inclusiveness
enriches
learning
energy
and
provides a sustainable business environment of
humanities, nature, aesthetics, and creativity.
C. Since 2015, HIWIN has sponsored NT$ 500,000
each year to support the Foundation for the Social
Welfare of Children, providing free instruction for
disadvantaged children, in hopes of preventing
these children from experiencing eternal poverty.
The goal of this plan is to teach children according
to their abilities so that they have the opportunity to
relearn basic skills and gain competitiveness.

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D. From 2015 to 2018, HIWIN sponsored the
"Rising Sun Project" of National Tsing Hua
University with a total investment of NT$ 1
Million per year for a total of 4 years, providing a
four-year scholarship of NT$ 400,000 for students
at the university. This project hopes to use
"education" to change the lives of future
generations. In 2021, due to the impact of COVID-
19, donations and scholarships have dropped
sharply all across the board. In response, HIWIN
immediately increased its sponsorship funds by
NT$ 1 Million to help poor and outstanding
students live their lives safely, continue their
studies, and become the future talents of our
country’s workforce.
6. If the Company has established the Sustainable Development Principles based on “the Sustainable Development Best-Practice
Principles for TWSE/TPEX Listed Companies”, please describe any difference between the Principles and their implementation:
The Company has established Sustainable Development principles based on “the Sustainable Development Best-Practice Principles
for TWSE/ TPEX Listed Companies”, and there is no major difference between actual operation and the principles. Besides, with the
efforts of all the colleagues, corporate governance, energy conservation and environment protection and efforts devoted to public
welfare, and protection of other rights of interested parties are well received.
7. Other important information that helps comprehending the status of Sustainable Development operations:
1. The company has spent tens of thousands sponsoring the "HIWIN Machinery Master's Thesis Award" every year since 2004,
it has been held for sixteen years until the date of the annual report’s publication, mainly to encourage young students to invest
in R&D and innovation in the field of mechanical engineering, to cultivate more outstanding talents for the country and
enterprises, and to promote and enhance the research interests and standards of domestic young students in the machinery
industry, and to absorb more talents into the machinery industry
2. The "HIWIN Smart Robotics" competition has been held since 2008, it has been held for twelve years until the date of the
annual report’s publication, laying the foundation for the future talents and technologies of the robot industry
3. HIWIN has been responsible for the talents of Taiwan's machinery industry. Since 2009, it has assisted the Taiwan
Automation Intelligence and Robotics Association (TAIROA) to promote the "Automation Engineer" license exam,
mobilizing 500 teachers from national mechanical-related universities and corporate elites to participate in propositions and
questions. 20 exams have been completed until the date of the annual report’s publication. In response to the development
trend of major countries in the world, robots have developed the necessary foundation for smart manufacturing. Since 2016,
we have assisted TAIROA to promote the "Robotics Engineer" license exam. A total of 10 exams have been completed.
4. In 2009, the "HIWIN Technologies Education Foundation" was established with promoting the promotion of our country’s
industrial standards as principal through various education and award-winning activities
5. Since 2010, the “College Student JIMTOF Study Group" has been organized by the HIWIN Technologies Education
Foundation to encourage mechanical students to focus on the study of precision machinery and expand their international
vision, thereby enhancing the innovation of Taiwan's machinery industry technology. This activity is engaging in the primary
selection and re-election of domestic mechanical, with the target being college students in domestic mechanical-related
departments, up to 32 students from grades 2~3 in the mechanical engineering, automation and electrical related departments
of domestic universities and colleges are selected to attend the biennial Japan International Machine Tool Fair (JIMTOF), and
arrange to visit Japan's index factory
6. Since 2011, the Chinese Mechanical Engineering Society has been entrusted to hold the "HIWIN Award for Excellence in
Mechanical Doctoral Thesis". The purpose is to raise the standard of Chinese precision machinery and manufacturing
technology across the Taiwan Straits, strengthen the cultivation work of high-level creative talents, and improve cross-strait
mechanical engineering and the quality of doctoral education in the field of intelligent automation, stimulating and
encouraging young students to invest in R&D and creative applications in this field. It has been held for 11 years until the date
of the annual report’s publication, and will continue to be held in the future
7. The company has been committed to industry-university cooperation and school education for many years, to fulfill
corporate social responsibility, the company and Chairman Chuo donated a new library to Hsinchu Liu-Jia Elementary School,
it is expected to have online library functions, a reading room, and a grand lecture hall, etc., so that teachers and students can
easily use the library, cultivating children's reading habits, international perspective and basic ability to cope with
globalization. The Chuo Yong-Tong Memorial Library opened in November, 2017. It covers an area of 1,865 square meters
and is a five-story building. The 1-2 floor is mainly composed of children's books and has a story theater area, a large tree
reading area and a multimedia interactive learning area; the third floor is an adult reading room with foreign newspapers and
magazines for citizens to connect with the world; the 4th floor stepped grand lecture hall can accommodate 200 people at the
same time, the 5th floor is the meeting room and research room, the roof is a learning field planned as an environmental

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energy zone including wind power and solar energy, the total floor area is 2,735 square meters, the construction lasted for 5
years and the total cost is about NTD 160 million. The construction of the Chuo Yong-Tong Memorial Library is mainly to
enable alma mater students to have better reading habits, international outlook and basic ability to cope with globalization. At
the same time, it will be open to communal use, so that community residents can have a better communicating learning space
8. The actual performance in 2021 is as follows: the amount of sustainable development investment is NT$ 146,156,000 ,
which includes five major items: NT$ 26,577,000 for talent cultivation, NT$ 39,888,000 for industry-university
cooperation, NT$ 68,675,000 for community care, NT $9,037,000 for public welfare sponsorship, and NT$ 1,980,000
for innovative cooperation.
9. In 2021, the major accident of the Taroko train on Taiwan Railways filled people with deep grief. HIWIN donated NT$ 10
Million to assist in disaster relief, hoping to comfort the injured and treat casualties. We wish the injured a speedy recovery
and the family members of the deceased to return to normal life as soon as possible. All the staff of HIWIN prayed for the
casualties with their most sincere wishes, and also cheered on the medical staff engaged in front line rescue work.
10. At 2:00 A.M. of October 14, 2021, a serious fire broke out in a building in Kaohsiung’s city center. The fire caused 46
deaths and 41 injuries. It was the most serious casualty incident in Kaohsiung history. HIWIN donated NT$ 10,000,000 to
comfort the victims and their families, and provide financial support for the injured and the families of the victims.
11. Affected by the economic impact of the COVID-19 pandemic, willingness to make donations has decreased everywhere.
Vulnerable children have lost their support for learning due to their parents losing their jobs. Since children and adolescents
are the future of our country, and education is an opportunity to escape poverty, priority was given to providing
disadvantaged children in Yunlin, Chiayi, Taichung, and Changhua with funding for their education. In 2021, HIWIN
sponsored “World Vision Taiwan” with NT$ 1,110,000, including registration fees for 40 disadvantaged children and after-
school counseling and emergency assistance funds ofNT$ 150,000.
12. HIWIN donated 50 positive pressure testing booths for COVID-19 with sterile certification to express the mindset of "when
people are hungry, we are hungry; when people are drowning, we are drowning". Each testing booth is equipped with
comfortable energy-saving air conditioners and antibacterial filters. The independent space design can reduce cross-
contamination, allowing the inspectors to perform quick screening work in a cool and safe environment. This will also allow
the general public to receive testing services faster.
13. HIWIN has been observing sustainable development practices for a long time, and has developed a good relationship with
various members of the community where the factory is located. In 2021, we learned that the service locomotives and radios
of the Chun She Fire Brigade in Taichung had become outdated and needed to be replaced. Chuo Wen-Hen, chairman of
HIWIN, and Chuo Hsiu-Yu, Chairman of HIWIN Mikrosystems Corp., also sponsored the Chun She Fire Brigade to purchase
equipment such as service locomotives and radio disaster relief units. At the same time, they also encouraged the people of
Taiwan to work together to support firefighters, healthcare professionals, and protect the country.
14. The impact of global climate change and warming has led to an increase in the frequency and intensity of extreme climates at
home and abroad, which has a huge impact on life, property and business operations. In order to be able to assess the impact
of climate change on operations as early as possible, HIWIN Technologies plans relevant countermeasures to ensure that the
resilience of climate change is enhanced. Since 2015, HIWIN Technologies has joined the "Earth Hour" activity to take this
spirit as a habit in HIWIN's life and continue it. General Manager Tsai,Huey-Ching served as the convener of the adjustment
management, and Assistant General Manager Wu,Chun-Liang served as the risk management representative. The adjustment
management team was established to investigate the external environment of the plant and the past disasters. (Assets,
processes, personnel, supply chain, and finance), assuming possible types of disasters (including high temperature, heavy rain,
drought, strong winds, and lightning strikes) and impacts, conduct risk analysis and sequencing, and then develop an action
plan.

75

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
The Climate Change Adaptation Management Team sets targets to adopt mitigation and adaptation measures, and
formulates strategies to implement short-, medium- and long-term objectives. Through exposure and vulnerability
matrices, we develop adaptation action plans, and accordingly implement screening for major risks and opportunities,
and in accordance with policies and regulations, Market and manufacturing, etc., respectively, to conduct climate
change risk analysis and assessment ofpotential financial shocks
Climate
Risks
Potential
Financial
Impact
Climate
Opportunities
Potential Financial
Impact
Response Measures/Initiative
Greenhouse
gas voluntary
reduction
commitment
Increase Input
Equipment and
Cost
Energy
Reduction
Plans
Decrease Energy Usage
Cost
Voluntary greenhouse gas reduction
and energy consumption reduction
ISO14064-1, product carbon
footprint inventory, ISO50001
external verification
Company
image impact
Loss of
company image
Increase Social
Image
Invest in carbon
reduction and
adaptation and gain a
good reputation
1.
The
establishment
of
ISO14001 management system
to effectively improve the
overall
environmental
performance
2. Strengthen the resilience and
adaptability of climate-related
disasters
3. Life cycle analysis of product
environmental
impact,
to
reduce the source
Extreme
High
temperature
Invest in
equipment
control cost
increase/electric
ity usage and
carbon emission
increase
Upgrade
Disaster
Defense
Ability
Strengthen climate
resilience and reduce
operation interruptions
and losses
1. Electric room air conditioning
equipment
2. Maintenance measures for
generators
Rainstorm
Production
affected, loss of
property and
revenue
1. Increase
product
demand
2. Reduce
operating costs
1. Floods and typhoons
cause damage to public
facilities and increase
steel demand
2. Increased typhoon
caused waste and
increased transportation
costs
The location of the plant is included
in the consideration of future site
selection (the operation base has not
been affected by heavy rain and
flooding)
Drought
Production
affected, loss of
property and
revenue
Improve water
resource
efficiency and
recycle water
Strengthen climate
resilience and reduce
the impact of disasters
on production
1. Water storage measures for tap
water and signing of waterwheel
dispatching operations
2. Effective use of limited water
resources
3. Expand water recovery and reuse,
reduce water demand
Thunderstrik
e
Power outages
cause
production
losses
Improve
disaster
prevention
capabilities
Strengthen climate
resilience and reduce
production interruptions
and losses
Lightning rod maintenance
mechanism
According to the results of the climate risk matrix, it can be seen that the future risk of climate shocks faced by HIWIN
Technologies will increase with the future occurrence of natural disasters, and the degree of climate shock risk will also
increase. HIWIN Technologies will implement the action plan and strengthen emergency response to reduce financial
shocks, so that normal operations can be maintained when climate risks occur, and losses can be reduced, and related

76

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
equipment should be built according to the priority evaluation results, such as the addition of air conditioning equipment
and pumping equipment in the electrical room, with a view to reducing future climate shocks. (For description of Climate
Change, please refer to the Sustainable Development Report.)
12. According to the principle of materiality, the CSR Committee reports to the board of directors on major issues discussed in
the economic, social and environmental aspects and issues discussed with related parties at least once a year. The relevant risks
in 2021 and the management policies and regulations are formulated according to each risk. The corresponding measures have
been reported on the board of directors on May 10, 2022 as follows
Stakeholder
Employee
Shareholder
Client
Contractor
Academia
Significance to
HIWIN
HIWIN
Technologies
regards its
employees as its
biggest asset and
is also an
important gene
for the
company's
sustainable
operation.
Shareholders and
investors are the
behind-the-scenes
promoters of
HIWIN
Technologies’
sustainable
operation and the
benefit of
mankind.
Customer
satisfaction is the
company's
sustainability
policy and the
source of the
company's
operating
performance.
The contractor is
an important
partner of the
company's value
chain and jointly
creates a safe and
healthy
environment.
The academic
community is a
leader in the
knowledge of
HIWIN
Technologies and an
indispensable partner
for the integration of
production functions,
and jointly cultivates
precision machinery
talents
Concerned
Issues and
Risks
• Labor-
employment
relationship
• Occupational
safety and health
• Training and
education
• Market status
• Labour
Relations
• Economic
performance
• Smart Machinery
• Marketing and
labeling
• Market status
• Smart Machinery
• Customer privacy
• Economic
performance
• Market status
• Marketing and
labeling
• Economic
performance
• Market status
• Smart Machinery
• Waste water and
waste
• Occupational
safety and health
• Smart Machinery
• Industry-university
cooperation
• Occupational
safety and health
• Economic
performance
• Training and
education
Risk
Management
Policies and
Responses
• Sound salary
and benefits,
retirement
system, labor
insurance, health
insurance and
additional group
insurance, etc.
• Diversified
employee
communication
channels and
various
mechanisms to
take care of
employees'
physical and
mental health
• Regularly
handle various
educational
trainings,
reading clubs,
lectures and
degree training
• At least quarterly
board meetings are
held to review
business
performance and
discuss important
strategic issues
• The board of
directors reviewed
all possible major
risks to formulate
an operating plan,
and strictly
controlled through
internal operation
processes to
continuously
improve
• The company ’s
relevant important
resolutions are
immediately
announced on the
Taiwan Stock
Exchange’s public
• Provide quality
pre-sales and after-
sales services
through customer
surveys and
regular visits and
exchanges
• By updating web
pages, linking to
subsidiary
websites and 3D
website
construction,
allowing
customers to
quickly understand
product and
service
information
• Maintain
customer visit data
and after-sales
service
information
through software
• Carry out safety
and health
management and
implement control
for contractors,
with a view to
managing at the
source and
preventing
occupational
disasters
• Regularly handle
annual agreement
organization
meetings
• Conduct annual
appraisal of
contractors
• Conduct internal
employee
supervision
training
• Annually hold the
Master of
Mechanical
Engineering,
Doctoral
Dissertation Award
of HIWIN, and the
competition for the
implementation of
HIWIN’s intelligent
robots
• Automation
Engineer Certificate
Exam and Robot
Engineer Certificate
Exam
• Comply with
government
regulations and other
requirements
• Corporate Social
Responsibility
Report Issuance
Visiting
Arrangements and
Stakeholder Employee Shareholder Client Contractor Academia
Significance to
HIWIN
HIWIN
Technologies
regards its
employees as its
biggest asset and
is also an
important gene
for the
company's
sustainable
operation.
Shareholders and
investors are the
behind-the-scenes
promoters of
HIWIN
Technologies’
sustainable
operation and the
benefit of
mankind.
Customer
satisfaction is the
company's
sustainability
policy and the
source of the
company's
operating
performance.
The contractor is
an important
partner of the
company's value
chain and jointly
creates a safe and
healthy
environment.
The academic
community is a
leader in the
knowledge of
HIWIN
Technologies and an
indispensable partner
for the integration of
production functions,
and jointly cultivates
precision machinery
talents
Concerned
Issues and
Risks
• Labor-
employment
relationship
• Occupational
safety and health
• Training and
education
• Market status
• Labour
Relations
• Economic
performance
• Smart Machinery
• Marketing and
labeling
• Market status
• Smart Machinery
• Customer privacy
• Economic
performance
• Market status
• Marketing and
labeling
• Economic
performance
• Market status
• Smart Machinery
• Waste water and
waste
• Occupational
safety and health
• Smart Machinery
• Industry-university
cooperation
• Occupational
safety and health
• Economic
performance
• Training and
education
Risk
Management
Policies and
Responses
• Sound salary
and benefits,
retirement
system, labor
insurance, health
insurance and
additional group
insurance, etc.
• Diversified
employee
communication
channels and
various
mechanisms to
take care of
employees'
physical and
mental health
• Regularly
handle various
educational
trainings,
reading clubs,
lectures and
degree training
• At least quarterly
board meetings are
held to review
business
performance and
discuss important
strategic issues
• The board of
directors reviewed
all possible major
risks to formulate
an operating plan,
and strictly
controlled through
internal operation
processes to
continuously
improve
• The company ’s
relevant important
resolutions are
immediately
announced on the
Taiwan Stock
Exchange’s public
• Provide quality
pre-sales and after-
sales services
through customer
surveys and
regular visits and
exchanges
• By updating web
pages, linking to
subsidiary
websites and 3D
website
construction,
allowing
customers to
quickly understand
product and
service
information
• Maintain
customer visit data
and after-sales
service
information
through software
• Carry out safety
and health
management and
implement control
for contractors,
with a view to
managing at the
source and
preventing
occupational
disasters
• Regularly handle
annual agreement
organization
meetings
• Conduct annual
appraisal of
contractors
• Conduct internal
employee
supervision
training
• Annually hold the
Master of
Mechanical
Engineering,
Doctoral
Dissertation Award
of HIWIN, and the
competition for the
implementation of
HIWIN’s intelligent
robots
• Automation
Engineer Certificate
Exam and Robot
Engineer Certificate
Exam
• Comply with
government
regulations and other
requirements
• Corporate Social
Responsibility
Report Issuance
Visiting
Arrangements and

77

Evaluation Operation Status Differences
from
Sustainable
Development
Best Practice
Principles for
TWSE/GTS
M Listed
Companies
and the
Causes
Yes No Summary
information
observatory
• Internal control
of privacy and
business secrets
management;
potential business
opportunities
information
obtained from
exhibitions and
official website
business
opportunity
messages can also
be managed and
tracked by
software
• Provide
cooperation in the
product display /
application
combination of the
Industrial Research
Institute, the
Science and
Technology
Museum and the
education unit
• Real-time online
responses can be
provided through
mobile apps
(official Line and
WeChat)
Invitations
• HIWIN
practitioners to teach
at school to share
Short-, medium- and long-term goals of ESG major themes:
Short-term goal Mid-term goal
Economic side 1. Having a consolidated revenue of NT$ 30
Billion.
2. Having a cumulative number of patent
applications surpassing 3,000.
3. Having customer satisfaction increase by 5%.

1. The world's first brand of linear transmission control
products.
2. Gradually practice intelligentized automation in the
factory.
3. Assist the industry in moving toward smart
manufacturing.
Environmental
side
1. Having the energy performance index (EnPI)
of each operating site decrease by 1%.
2. In 2022, the solar power generation system
will continue to complete the setting of more
than 300KW.
3. In 2022, the use of recycled water will
continue to increase, accounting for over 8% of
the overall water consumption
4. 52% reduction in inorganic sludge
(approximately 45 metric tons).
5. Waste oil and water reduction by 176 metric
tons.
1. Having the energy performance index (EnPI) of each
operating site reduced by 1~3%.
2. A total of 2,570KW of solar power generation capacity
systems will be installed in 2024.
3. The recycled water rate accounts for >10% of the total
water consumption.

78

  • Operation Status Differences from Sustainable Development Best Practice

  • Evaluation Principles for Yes No Summary TWSE/GTS M Listed Companies and the Causes

  • Social side 1. In 2022, the average training hours per person 1. The average number of training hours for employees will surpass 35 hours. surpasses 40 hours. 2. Maintain "0" penalty cases for violation of 2. Continue to invest in talent cultivation and industryconflict minerals and prohibited and restricted university cooperation in the field of smart machinery to raw materials. upgrade the industry. 3. Continue to promote safety culture activities. 3. Invest in public welfare activities to achieve sustainable 4. Volunteer service hours in local public development welfare activities to surpass 4,800 hours 4. Handle various security performance reward activities 5. Volunteer service in local public welfare and cultivate the soft security capabilities of personnel at activities to surpass 1,650 person-times all levels.

Financial implications of climate change risks:

Type Item Climate Risk Term Potential influence on finance Response/Action Plan
Transition
risk
Policies
and
Regulations

Greenhouse Gas
Emissions
Pricing
Short Increase in investment,in
equipment, and costs
1. Voluntary Greenhouse Gas
Reduction and Reduced Energy
Use
2. Pass the ISO 14064-1, product
carbon footprint inventory, ISO
50001 external verification
Mid 1.
Increase in operation capital
2.
Increase in costs due to fines
Long 1.
Increase operation capital
2.
Increase in costs due to fines
Policies
and
Regulations

Reinforcing
emissions
reporting
obligations
Short Increase in operation capital
Mid Increase in operation capital
Long Increase in operation capital
Market Rising
raw
material costs

Short
1.
Decrease in demand for
products and services
2.
Increase in operation capital

Increase the procurement channels
of various alternative raw
materials
Physical risk
Immediacy
Drought Short Investing in equipment control
increases
costs/electricity
and
carbon emissions.


1. Tap water storage measures and
signing of water truck scheduling
operations
2. Effectively utilize limited water
resources, increase water
recycling and reuse, and reduce
water demand
3. Build smart water meter
monitoringequipment
Long-term Rise in average
temperatures

Long
Increase in operation capital
Increase in infrastructure costs
1. Strengthening resilience and
adaptation to climate-related
disasters
2. Relevant public equipment
maintenance measures

Climate Opportunities and Financial Implications:

Type Climate Opportunity
Term
Potential influence on finance Response/Action Plan
Resource
efficiency
Recycle and Reuse Short Decrease in operation capital
Increase inprocessingfees andprofits
Process waste recycling
Resource
efficiency
Reduce water use
and water
consumption
Short Decrease in operation capital Tap water reduction measures
Resilience Participate in
renewable energy
projects and adopt
energy-saving
measures
Long 1. Purchase of energy-saving materials leading
to increase in operating costs
2. Energy saving benefits
Purchasing Energy-Saving
Products
Constructing green power
generators

79

(6) Implementation of Ethical Corporate Management:

Evaluation Items Operation Status Differences
from
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
Causes
Yes No Summary
1. Formulate policy and program for
ethical corporate management
(1) Whether the company has
explicitly expressed the policy
and methods of ethical corporate
management in its charter and
outbound documents and whether
the board of directors and
management has fulfilled the
commitment to the policy of
ethical corporate management?
(2) Whether the company has
established an assessment
mechanism for the risk of
dishonesty, regularly analyaes and
evaluates business activities with
a high risk of dishonesty in the
business scope, and accordingly
formulates a plan to prevent
dishonesty, and at least cover the
preventive measures for the
conduct of the second paragraph
of Article 7 of the “Code of
Integrity Management of Listed
OTC Companies?
(3) Does the company specify
the operating procedures,
behavior guidelines, disciplinary
penalties and grievance system in
the plan to prevent dishonesty,
and implement it, and regularly
review and revise the pre-
disclosure plan?
V
V
V
(1) On November 6, 2014, the company passed the
resolution to formulate the company's "Integrity
Management Code", which was revised on May
11, 2016, March 26, 2016, and May 6, 2019
respectively. The code was then approved by the
board of directors on November 6, 2019. The
"Code of Ethics" expresses the company's policies
and practices for honest business operations and
the commitment of the board of directors and the
management team to execute and implement
related policies. The members of the board of
directors and management all follow this code
when conducting business. In addition, to
strengthen employees’ cognition and awareness of
company’s integrity management philosophy, the
"Integrity Management Code" and "Ethical Code
of Conduct" are publicly disclosed on the
company's website.
(2) The company has established “Employee Code of
Conduct” and “Business Operation Procedures and
Behavior Honesty Guidelines”, which expressly
states operational procedures and that it will begin
disciplinary
procedures
according
to
the
circumstances for any violation of Code of Ethics
or corruption; for any violation of government
decrees or corruption, anyone can report to
independent directors, managers, internal auditors
or other competent personnel by e-mail or in
written report, and personnel of relevant units
must report this to the Chairman after receiving the
report; the internal auditors check whether the
preceding system are followed irregularly and
include dishonesty into the key points of such
check to implement the rules. The behavior
guideline states clearly the procedures and
methods for reporting procedures, and establishes
an independent report box for internal and external
use, and a specific unit responsible for handling
the reporting procedures, as well as how the
records should be kept, and whether or not
discretionary
bonuses
are
reported.
The
information has been disclosed on the company's
website.
In accordance with the "Code of Integrity
Management", the company has formulated the
"Code of Ethics for Employee Practice", and this
code is in accordance with subparagraph 2, Article
7 of the "Code of Integrity Management of Listed
OTC Companies". This code applies to businesses
with a high risk of dishonest behavior. Preventive
measures are formulated for various types of
dishonest behaviors, and the internal audit
department also plays an important role in
ensuring that employees are following professional
ethics. To ensure that financial, management and
operational
information
retains
accuracy,
reliability and timeliness, as well as to ensure that
employee behavior is in accordance with relevant
policies, standards, procedures and regulations, the
internal auditing committee conducts various
None

80

Evaluation Items Operation Status Differences
from
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
Causes
Yes No Summary
evaluations in accordance with the annual audit
plan approved by the board of directors. The
results of these evaluations are reported to the
board of directors and employees of the company
as a whole. The audit results relating to the
management team and follow-up improvement
plans should also be reported in order to ensure the
implementation of the results.
(3) 1. The "Guidelines for Integrity Management
Operation Procedures and Behaviors" formulated
by the company on November 10, 2015 expressly
states that, without the permission of their
supervisors, employees are subjected to return or
rejection. Any violations shall be reported to their
immediate supervisors and the chairman's office or
the main unit responsible shall be notified. The
company shall, depending on the nature and value
of its interests, propose refunds, payments, return
to the public, transfer to charitable organizations or
other appropriate countermeasures.
2. In order to ensure the implementation of
integrity management, the Human Resources
Department is the unit assigned to promote
integrity management. The unit is responsible for
the promotion and implementation of integrity
management policies and prevention mechanisms.
The audit office working directly under the board
of directors conducts inspections periodically and
engages in continuous tracking to ensure that
improvements
are
made
timely.
If
any
irregularities are found, they are subject to
reporting and review at any time.
2. Implementation of ethical corporate
management
(1)Does the company evaluate business
partners’ ethical records and include
ethics-related
clauses
in
business
contracts?
(2)Does
the
company
establish
a
dedicated (or non- dedicated) unit under
the Board to promote ethical corporate
management and report to the Board
regularly?
(3)Has the company established policies
to prevent conflicts of interest and
provided
appropriate
communication
channels, and implemented them?
(4)Has the company established an
effective accounting system and internal
control system to implement ethical
corporate
management?
Does
the
internal control unit audit on a regular
basis or authorize the accountant to
audit?
(5)Does the company regularly hold
internal
and
external
educational
trainings
on
ethical
corporate
management?
V
V
V
V
V
(1)
The company has established an effective
assessment mechanism for its suppliers and
outsourcers and the contracts with them state both
parties’ rights and obligations in details, and sign
the confidentiality agreement and Integrity Deal
Commitment.
(2)
The company promotes the integrity and
management of corporate integrity management
by the Human Resources Department, and the
general manager acts as the convener, ensuring
the integrity management based on the work and
scope of each unit, and fully promoting the
integrity of the company. All colleagues,
managers and directors should abide by the “Code
of Integrity Management”. Relevant members
also have the obligation to report to the Board of
Directors. They report to the Board of Directors at
least once a year and report to the Board of
Directors on the implementation of the 2021
Integrity Management Performance Report on
May 10, 2022.
If a colleague discovers that there is any dishonest
fact, it can also be reported through the
company's public channel. If the circumstances
are serious, it will be reported to the board of
directors from time to time. The board of
None

81

Evaluation Items Operation Status Differences
from
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
Causes
Yes No Summary
directors supervises whether it is implemented
according to the code. The implementation in
2021 is as follows:
1. Education and training: Open training
courses such as regulations, check-ups,
risk management, and prevention of
fraud. In addition, we will arrange
external training courses for corporate
integrity forums and corporate fraud
risks for supervisors and colleagues.
2. Compliance Declaration: In 2021, it
mainly advocated the implementation of
the company's business philosophy of
"professional standards, enthusiasm for
work, and ethics of practice.
3. Communication channels: Employees
can
report
violations
of
integrity
management to the Human Resources
Department, various academic levels,
and
independent
directors
through
various corridors, and the Human
Resources Department is responsible
for coordinating them.
4. Regular inspection: Each year, the self-
assessment of the risk of corruption is
implemented
to
achieve
effective
management and implementation, and
the audit unit independently audits.
There was no major corruption in 2021.
5. Reporting
system:
The
company's
website has stated that internal or
external personnel can report dishonest
behavior. In addition to protecting the
identity of the sender, the audit unit will
also conduct a special investigation. In
2021, 3 cases were accepted, all of
which
have
been
processed
and
successfully resolved.
(3)
The company’s internal staff can report conflicts
of interest to their department managers and the
audit department, or the chairman or the general
manager will handle this personally through the
feedback box.
(4)
The company’s management ideas “Professional
Level, Enthusiasm for Work and Professional
Ethics” have shown its emphasis on ethical
corporate management; to build and a corporate
culture of ethical corporate management and
develop
well,
it
has
established
“Ethical
Corporate Management Best-Practice Principles”
and the internal audit unit has established internal
audit plans to execute audit and check whether
employees are honest or cheat irregularly.
(5) The company advocates ethical corporate
management ideas through morning meetings
every month, providing new employees and

82

Evaluation Items Operation Status Operation Status Operation Status Differences
from
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
Causes
Yes No Summary
supervisors
with
basic
and
promotion
trainings. The company has carried out
relevant education and promotion for current
directors and managers on May 10, 2022.
Besides, it arranges external training courses,
such as enterprise credit forums and business
fraud
discussion,
for
supervisors
and
colleagues. All promotional activities need to
avoid conflicts of interest including, but are
not
limited
to,
accepting
gifts
from
manufacturers,
performing
insider
transactions, and keeping business secrets.
Courses on integrity management in 2021
include
management
and
occupational
disaster case study analyses, how to perform
effective problem solving for legal matters,
and business management conferences. The
following is a summary of the courses
mentioned above:
Type
Number
of
Classes
Held(Total
Hours)
People
Times
Related
Courses for
Honest
Corporate
Management
470
3,490
4,371
Type Number
of
Classes
Held(Total
Hours)
Related
Courses for
Honest
Corporate
Management
470 3,490
3. Operation of the Company’s offense
reporting system
(1)Has the company established a
specific
offense
reporting
and
reward systems, set up convenient
offense reporting channels, and
appointed an appropriate person for
the one who has been reported?
(2)Has the company established
standard operating procedures as
well
as
a
relative
protection
mechanism for whistleblowers?
(3)Does the company take measures
to protect whistleblowers from
being inappropriately treated?
V
V
V
(1) The “Employee Code of Conduct” of the
Company has stated the offense reporting
system, and a reward and punishment system for
employees has also been established; to make it
convenient for whistleblowers to report the
breach of good faith, the Company has a
feedback box on the company website for them
to send mails to the chairman, the general
manager and Human Resources Department
directly. If Directors or the CEO receives such
letters, they would instruct the Audit Office or
Human Resources Department to handle the
case. Separate mailboxes are also set up for
internal and external personnel to send letters
directly to independent directors. In addition, the
Company has set up an independent report box
or special line for internal and external use. It
also specifies the information that the prosecutor
needs to provide, the acceptance level of the
different prosecutors, and the processing flow of
the special duty unit in the integrity management
operating procedures and behavior guidelines.
Report bonuses and expose relevant information
on the company's website.
(2) The company has stated the investigation
methods for offense reporting in “Employee
Code of Conduct”; after receiving the report,
personnel in relevant units should submit it to
the chairman who will instructs relevant units to
investigate and handle it in private, and the
reported matter and the whistleblower should be
None

83

Evaluation Items Operation Status Operation Status Operation Status Differences
from
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
Causes
Yes No Summary
kept secret.
(3) The company takes perfect protective measures
for whistleblowers and doesn’t disclose their
names and other relevant information to
guarantee the investigation quality and protect
them from being retaliated or inappropriately
treated.
4. Strengthening information
disclosure
(1) Has the company disclosed its
ethical
corporate
management
policies and the implementation
results on the company website
and Market Observation Post
System?
V 1. The
company
discloses
its
ethical
corporate
management ideas, corporate mission and brand
meaning on both the company website and Market
Observation Post System; besides, it puts “Ethical
Corporate Management Best-Practice Principles” on
the company website and Market Observation Post
System.
2. Apart
from
disclosing
its
ethical
corporate
management principles on the company website, it
also has a dedicated department for collecting and
publishing the company information, and has
disclosed relevant and reliable ethical corporate
management information in the annual report and
CSR report.
None
5.If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best- Practice
Principles for TWSE/TPEX Listed Companies, please describe the differences between the policies and their implementation: The
Company has established the Company's “Code of Integrity Practice” and “Guidelines for the Operational Procedures and Conduct
of Honest Business Operation” based on the “Code of Conduct for Listed Owned Firms”. It is based on the examples issued by the
Stock Exchange and it also requires the Company to operate. Relevant entities should implement the implementation and internalize
the requirements of the above codes and behavior guidelines into daily operations management. Therefore, there is no significant
difference between the actual operation and the codes and guidelines.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management: The Company
conducts educational trainings regularly to advocate the principle of good faith; besides, it has made Commitment to Trade with Good
Faith and required suppliers to sign to promise they do trade with it with good faith. The Company amended the regulations on May
6th, 2019.

(vii) Corporate Governance Rules and Regulations:

  1. Corporate Governance Regulations:

    • (1) It establishes Operating Procedures of Acquisition or Disposal of Assets, Procedures for Endorsements and Guarantees, Procedures for Lending Funds to Other Parties, Rules and Procedures of Board Meetings and Organization Rules of the Remuneration Committee according to relevant norms set by Financial Supervisory Commission, Executive Yuan.

    • (2) It establishes Ethical Corporate Management Code, Code of Conduct, Corporate Governance Practice Principles, Corporate Social Responsibility Practice Principles, Rules and Procedures of Shareholder Meetings and Rules Governing Election of Directors according to relevant norms and reference examples set by Taiwan Stock Exchange.

  2. The information above can be downloaded in “Relevant Regulations and Rules Governing Corporate Governance” under “Corporate Governance” on Market Observation Post System or in “Relevant Rules Governing Corporate Governance” under “Investor” at

    • http://www.HIWIN.com.tw/stock/corporate_governance.aspx.
  3. (viii) Other Important information helpful for enhancing understanding of the corporate governance of the Company: none.

84

(IX) Implementation of the internal control system:

  1. Statement on Internal Control Institution:

HIWIN TECHNOLOGIES CORP. Statement on Internal Control Institution

HIWIN TECHNOLOGIES CORP. Statement on Internal Control Institution

Date: February 25, 2022

The company hereby makes the following statement about its internal control system for 2021 based on its self- examination:

  • 1.The company is aware that it is the Board and managers’ responsibility to establish, implement, and maintain an internal control system and the Company has set up such a system. The purpose of the system is to ensure the effectiveness and efficiency (including profitability, performance, and protection of assets) of the Company’s operations, the reliability of its financial statements and compliance with relevant laws and regulations.

  • 2.Internal control systems have their inherent limitations. No matter how well they are designed, an effective internal control system can only reasonably ensure achievement of the above three objectives. In addition, an internal control system’s effectiveness may change as circumstances change. Nevertheless, self-supervision mechanisms have been built into the Company’s internal control system. Once a deficiency is identified, the Company will immediately take corrective action.

  • 3.The company determines whether the design and implementation of its internal control system is effective by referring to the criteria stated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter, the “Regulations”). The Regulations provides measures for judging the effectiveness of the internal control system. There are five components of an internal control system as specified in the Regulations which are broken down based on the management control process, namely: (1) Control Environment, (2) Risk Evaluation, (3) Control Operation, (4) Information and Communication, and (5) Monitoring. Each component consists of several items. Please refer to the Regulations for the above items.

  • 4.The company uses the criteria above to determine whether the design and implementation of its internal control system is effective.

  • 5.After a test of the Company’s internal control system based on the above criteria, the Company is of the opinion that, as of December 31, 2021, its internal control system (including supervision and management of subsidiaries) is effective and therefore can reasonably ensure achievement of the above objectives, which include awareness of the degree to which operating results and goals are achieved, reliability of financial reporting and compliance with the law.

  • 6.This statement shall become a principal part of the Company’s annual report and prospectus and be made available to the public. If the content of the above is untruthful or certain important information is withheld, the Company shall be held liable pursuant to Articles 20, 32, 171, and 174 of the Securities Exchange Act.

  • 7.This statement has been approved on February 25, 2022 by the Board, with none of the 9 directors present opposing it.

HIWIN Technologies Corp Chairman: Chuo, Wen-Hen Signature General Manager: Tsai, Huey-Chin Signature

  1. If the company has commissioned external auditors to review the company's internal control system, the external auditor's report should be disclosed: none.

85

  • (x) In the last year and as of the publication date of the Annual Report, any disciplinary measures taken against the company or its internal staff according to law or taken by the company against its staff due to violations of the internal control system, the main deficiency and improvement: None

  • (xi) Major resolutions of Shareholder and Board Meetings in the last year and as of the publication date of the Annual Report:

  • Resolutions from the shareholders’ meeting:

Date Important Resolutions Implementation Details
2021.07.26 Approved the 2020 business report and
financial statementproposal
Relevant forms have been submitted for inspection and announcement in
accordance with the companylaw and other relevant laws and regulations.
Approved the 2020 surplus distribution
proposal
According to the content of the resolution, a total of NT$ 2.3 per share will
be distributed. A cash dividend (NT$ 2.0 per share) was issued on
September 9, 2021, and a stock dividend (NT$ 0.3 per share) was issued on
October 25,2021.
New share issuance through capital increase
of surplus
The distribution was processed according to the content of the resolution,
and the listingof new shares was completed on October 25,2021.
Approved the amendents of the company’s
“Articles of Incorporation”
Took effect after the resolution of the shareholders' meeting was passed,
and it was approved and registered by the Ministry of Economic Affairs on
August 17,2021.
Approved the amendments of the company’s
“Procedures to Make Endorsements and
Guarantees”
Took effect after the resolution of the shareholders' meeting was passed,
and it will be announced in accordance with the regulations.
Approved the proposal to lift the restriction
on directors’ non-competition
Take effect after the resolution of the shareholders meeting is passed, and
release important information.
  1. Resolutions from the board meeting:
Meeting Date Important Resolutions
2021.03.23 Approval of the 2020 Employee Remuneration and Director Remuneration Proposal
Approval of the 2020 "Internal Control System Statement"
Approval of the 2020 annual business report
Approval of the 2020 annual financial statements
Approval of the 2020 surplus distribution plan
Approval of the 2020 Annual Earnings Distribution of Cash Dividends
Approval of the issuance of new shares by converting surplus into capital
Approval of the amendments to some provisions of the Articles of Association
Approval of the lifting of prohibition of competition on directors and managers
Approval of the matters related to the holding of the 2020 General Meeting of Shareholders
Approval and acceptance of the matters related to shareholder proposals
Approval of the 2021 business plan
Approval of the cash capital increase and endorsement guarantee case of the subsidiary Eterbright Solar
Corporation
Approval of the current increase and endorsement guarantee case of the subsidiary Matrix Precision
Approval of the endorsement guarantee case of the Italian subsidiary
Approval of the endorsement guarantee for the construction project of the Japanese subsidiary
Approval of the overdue accounts of subsidiaries to be transferred to funds
Approval of the donation of funds to the "HIWIN Education Foundation"
Approval and revision of the employee salary and various compensation procedures
2021.05.05 Approval of financial statements for the first quarter of 2021
Approval of the Japanese subsidiary endorsement guarantee case
Approval of subsidiary overdue account transfer funds loan case
Approval and revision of the Endorsement Guarantee Management Measures
Approval of the lifting of the restriction on competition of directors
2021.06.28 Approval of the postponement and location of the 2021 General Meeting of Shareholders
Approval of the construction of Yunlin Science and Technology Park Factory
Approval of the capital increase for the South Korean subsidiary
Approval of the endorsement guarantee case of the subsidiary Eterbright Solar Corporation
Approval of the endorsement of the Singapore subsidiary
Approval of the transfer of overdue accounts of Japanese subsidiary overdue account transfer funds loan case
2021.08.05 Approval of the consolidated financial statements for the second quarter of 2021
Approval of the matters related to the ex-rights and capital increase base date for the distribution of surplus in
2020
Approval of the electromechanical engineering project of Yunlin Science and Technology Factory

86

Meeting Date Important Resolutions
Approval of the capital increase of subsidiary MATRIX
Approval of the endorsement guarantee case of the subsidiary Eterbright Solar Corporation
Approval of the endorsement guarantee case of the subsidiary Matrix Precision
Approval of the endorsement guarantee case of the South Korean subsidiary
Approval of the lifting of the prohibition on competition of directors and managers
Approval of the transfer of overdue accounts of Japanese subsidiary overdue account transfer funds loan case
2021.11.05 Approval of the 2021 Q3 Consolidated Financial Statements
Approval of the cash capital increase and endorsement guarantee of the subsidiary Eterbright Solar Corporation
Approval of the Endorsement Guarantee Case for subsidiary Matrix Precision Co.
Approval of the financing endorsement guarantee case for the construction of the Japanese subsidiary's factory
Approval of the endorsement guarantee case of the South Korean subsidiary
Approval of Endorsement Guarantee Case for MATRIX
Approval of the Japanese subsidiary overdue account transfer funds loan case
Approval of the 2022 Internal Audit Plan
Approval of the appointment of members of the nominating committee and the formulation of organizational
rules
2022.02.25 Approval of the 2021 Employee Remuneration and Director Remuneration Proposal
Approval of the 2021 "Internal Control System Statement"
Approval of the 2021 annual business report
Approval of the 2021 Financial Statements
Approval of 2021 surplus distribution
Approval of the amendments to some provisions of the“Articles of Association"
Approval of the amendments to some of the provisions of the "Procedures for the acquisition or disposal of
assets"
Approval of the amendments to some of the provisions of the "Procedures for the selection and appointment of
directors"
Approval of the election of the Twelfth Board of Directors
Approval of the time, place, proposal, and related matters of the 2022 Annual General Meeting of Shareholders
and acceptance of shareholder proposals and matters related to the nomination of directors and independent
directors
Approval and revision of the director's performance and remuneration system
Approval of the 2022 business plan
Approval of the internal adjustment of Deloitte Touche Tohmatsu Accounting Firm and the proposal to replace
the certified accountant
Approval of the assessment of the independence and suitability of certified public accountants and the case of
remuneration for appointment
Approval of the endorsement guarantee of the subsidiary Eterbright Solar Corporation
Approval of the endorsement guarantee case of the subsidiary Matrix Precision
Approval of the Japanese subsidiary overdue account transfer funds loan case
Approval of the donation of funds to the "HIWIN Education Foundation"
Approval of the Amendments to the "Code of Practice on Corporate Governance"
Approval of the revision of the "Procedures for Preventing Insider Transactions and Handling Internal
Significant Information"
2022.05.10 Approval of the nomination of the list of candidates for the 12th session of the board and the review of the
qualifications of independent directors
Approval of the lifting of the prohibition on competition of the 12th session of directors and their representatives
Approval of the amendment to the "Rules of Procedure for the Shareholders' Meeting"
Approval of the change of venue of the 2022 general meeting of shareholders, new proposals for discussion, and
related matters
Approval of the financial statements for the first quarter of 2022
Approval of the domestic cash capital increase and issuance of ordinary shares
Approval of the construction of the third phase of Yunlin Science and Technology Park's third plant.
Approval of the endorsement guarantee case of the Japanese subsidiary
Approval of the Japanese subsidiary overdue account transfer funds loan case
Approval of the change of "Code of Practice on Corporate Social Responsibility" to "Code of Practice on
Sustainable Development"
Approval and revision of the director's performance and remuneration system

(Xii) In the most recent year and as of the printing date of the annual report, directors have different opinions on important resolutions passed by the board of directors and have records or written statements: none.

(Xiii) Summary of the resignation and dismissal of the company’s chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor, and R&D supervisor in the most recent year and as of the printing date of the annual report: none.

87

IV. Information on Accountants

(i) Information on Accountant’s Fees:

Unit: NTD Thousands

Unit: NTD Thousands
Name of the
Accounting
Firm


Name of
CPAs
Audit Period Audit Fees Non-Audit
Fees
Total Notes
Deloitte &
Touche
Wu,Li-Tung
2021.1.1 ~ 2021.12.31
NT$ 5,590 NT$ 1,115 NT$ 6,705 Others mainly include the
preparation
of
transfer
pricing
reports,
the
preparation
of
special-
purpose inspection reports,
the verification of profit-
making capital, and the
replacement of fees, etc.

Tseng,Tung-
Chun
  1. Paying at least one-fourth of non-audit fees to CPAs, their accounting firm, and its affiliates: no such case

  2. Change of CPA firm and the audit fees paid in the year of the change are less than those paid in the previous year: no such cases.

  3. Audit fees paid in the current year are at least 10% less than those paid in the previous year: no such cases

(ii) CPA Independence

The company evaluates CPA Independence regularly based on the items below and reports the results to the board:

  1. CPA Independence Evaluation Questionnaire

  2. The same accountant hasn’t executed certification work continuously for over 7 years

  3. The company will confirm whether the audit results are affected before the non-audit services are provided

v. Information on Change of Accountant:

(i) About the former accountant

Change Date 2022.02.25
Reasons and Descriptions
Was the termination of audit services
initiated by the Company or the CPA?
Involved Parties
Situations
Accountant Appointer
The company terminated the
appointment.
Not applicable
The
CPA
rejected
being
appointed.
Opinions and reasons of the audit
report other than unqualified opinions
issued within the recent 2 years
Having different opinions from the
issuer
Yes Accounting Principles or Practice
Disclosure of Financial Reports

88

Audit Range and Steps
Others
No V
Descrip
tion
None
Other Disclosures (according to Sub-
item 4 of Item 1, Paragraph 5, Article
10 of Guidelines Governing the
Preparation of Financial Reports by
Securities)

(ii) About the succeeding accountants

bout the succeeding accountants
Name of the Accounting Firm Deloitte & Touche
Name of Accountants CPAs Wu, Li-Tung and Tseng, Tung-Chun
Date of Appointment 2022.02.25
Inquiries and replies relating to the accounting methods or
principles of certain transactions, and opinions issued for
the financial reports prior to appointment
N/A
Different opinions in written form made by the succeeding
accountant from the former accountant
None

(iii) Former accountants’ response to Item 1 and Sub-item 3 of Item 2, Paragraph 5, Article 10 of these principles: Not Applicable.

vi. If the Company’s Chairman, General Manager and Managers Responsible for Financial and Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies Within the Last Year, Their Names, Job Titles and the Periods During Which They Have Held Such Office Should Be Disclosed: none.

vii. Transfer and Pledge of Shares by the Chairman, Supervisors, Managers and Shareholders Holding more than 10% of the Company’s Shares within the Latest Year and up till the Publication Date of This Annual Report

(i) Changes of shares held by directors, managers and major shareholders

Unit: shares

Unit: shares Unit: shares
2021
2022 as of April 30th
Title Name Increase
(Decrease) in
Shares Pledged
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares
Pledged
Chairman and CEO Chuo,Wen-Hen
189,894 - - 25,000
Deputy Chairman Chen,Chin-Tsai
14,564 - - (350,000)
Director and co-CEO Chuo,Yung-Tsai
283,624 (300,000) (3,400,000) -

89

2021 2021
2022 as of April 30th
Title Name Increase
(Decrease) in
Shares Pledged
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares
Pledged
Director Lee,Shun-Ching
247,841 - - -
Director Sanko Investments
Ltd
1,020,000
50,791 - 480,000
Representative:
Huang,Ching-Yi
(Note 1)
9 - - -
Independent Director Chiang,Cheng-He
- - - -
Independent Director Chen,Ching-Huey -
- - -
Independent Director Tu,Li-Ming
- - - -
CEO Tsai,Huey-Chin
(131,000) - - -
Senior Deputy General
Manager of Finance Office
Wu,Yue-Ching
3,026 - - -
Deputy General Manager of
Marketing Business Group
Peng,Yen-Chi
(4,323) - 3,000 -
Assistant General Manager of
Chairman’s Office (Note 1)
Chu,Yue-Ling
(7,000) - - -
Assistant General Manager of
Chairman’s Office
Wu,Chun-Liang
(7,355) - - -
Assistant General Manager of
Chairman’s Office
Yang,Chuang-Bao
400 - - -
Assistant General Manager of
System Development Business
Department
Wang,Fu-Ching
(5,545) - - -
Assistant General Manager of
Finance Office
Liao,Ke-Huang
1,199 - - -
Executive Assistant Manager
of Production Business Group
Lee,Wen-Bin
(2,628) - - -
Assistant
Manager
of
Chairman’s Office
Chiu,Shih-Rong
(3,868) - - -
Assistant
Manager
of
Chairman’s Office
Chen,Hong-Ming
302 - - -
Senior Assistant Manager of
Information Office (Note 2)
Chang,Yong-Ming
(1,970) - - -
Senior Assistant Manager of
Chairman’s Office (Note 3)
Huang,Lee-Hong
(1,432) - - -

90

2021 2021
2022 as of April 30th
Title Name Increase
(Decrease) in
Shares Pledged
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares Held
Increase
(Decrease) in
Shares
Pledged
Senior Assistant Manager of
Chairman’s Office (Note 4)
Yang, Fong-Ming
(3,000) - - -
Assistant Manager of
Production Business Group
(Note 5)
Wu,Wen-Chia
151 - - -
Assistant Manager of the
Business Office (Note 6)
Chang,Kun-Yao
235 - - -
Assistant Manager of Project
Development Department
(Note 7)
Dong,Cheng-Wei
- - - -
Assistant Manager of Quality
Assurance Department (Note
8)
Chou,Yi-Hsiu
90 - - -

Note 1: Chu,Yue-Ling was relieved on 2021.04.01, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 2: Chang, Yong-Ming was relieved on 2022.04.15, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 3: Huang, Lee-Hong was relieved on 2022.02.01, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 4 Yang, Fong-Ming was relieved on 2022.03.01, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 5: Wu, Wen-Chia was relieved on 2022.04.15, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 6: Chang, Kun-Yao was relieved on 2021.10.01, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 7: Dong, Cheng-Wei was relieved on 2021.01.30, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal. Note 8: Chou, Yi-Hsiu was relieved on 2022.04.15, and his shareholding declaration has ended there. The number of shares at the end of the period is the number of shares at the time of dismissal.

(ii) Stock transferred to related parties: none.

(iii) Stock rights pledged to related parties: none.

viii. Information of the 10 Largest Shareholders Who Are Related, or Couples or Relatives within the Second Degree of Kinship

April 30th, 2022
unit: share; %
April 30th, 2022
unit: share; %
April 30th, 2022
unit: share; %
NAME OF MAJOR
SHAREHOLDERS
SHARES HELD
PERSONALLY
SHARES HELD BY
SPOUSE OR MINOR
CHILDREN
COMBINED
SHARES
HELD IN THE
NAME OF
OTHERS
NAMES AND RELATIONSHIP
OF THE TOP TEN
SHAREHOLDERS WHO ARE
RELATED, COUPLES OR
RELATIVES WITHIN THE
SECOND DEGREE OF KINSHIP
RE
MA
RK
S
Number of
Shares
Sharehol
ding
Ratio
Number of
Shares
Shareholding
Ratio
Numb
er of
Shares
Share
holdi
ng
Ratio
Title/Name Relationship
HIWIN Investment
Corporation
Representative:
Chuo,Wen-Hen
26,261,299 7.71% - - - - Chuo Wen-Hen Chairman
Chuo,Yung-Tsai
6,828,702 Director
Supervisor
Director
2.00% 206,000 0.06% - -
Chuo,Hsiu-Min
Chuo,Hsiu-Yu

91

-
Nanshan Life Insurance
Co., Ltd.
Representative: Cheng,
Tang
13,124,887 3.85% - - - - -
-
- - - - - - -
Within the
First Degree
of Kinship
Chuo,Yung-Tsai 10,972,759 Chuo,Hsiu-Min
Chuo,Wen-Hen
Chuo,Hsiu-Yu
3.22% 1,261,814 0.37% - -
Lee,Shun-Chi 8,509,232 First Bank Trust-
-
2.50% 18,882 0.01% - - Fund Account
Appointed by

Lee,Shun-Chi
Chuo Wen-Hen 6,828,702 Chuo Yung-Tsai Within the
First Degree
of Kinship
Within the
Second
Degree of
Kinship
Within the
Second
Degree of
Kinship
2.00% - - - -
Chuo,Hsiu-Min
Chuo,Hsiu-Yu
The Business Department
of Standard Chartered
International Commercial
Bank is entrusted with the
custody of the Fidelity
Emerging Markets Fund
Investment Account
6,097,444 -
1.79% - - - - -
First Bank Trust-Fund
Account Appointed by
Lee,Shun-Chi
6,000,000 1.76% - - - - Lee,Shun-Chi -
Within the
First Degree
of Kinship
Within the
Second
Degree of
Kinship
Within the
Second
Degree of
Kinship
Chuo,Hsiu-Min 5,243,426 Chuo Yung-Tsai
Chuo,Wen-Hen
Chuo,Hsiu-Yu
1.54% 433,959 0.13% - -
Chuo Yung-Tsai
Chuo,Hsiu-Yu 5,200,217 Within the
First Degree
of Kinship
Within the
Second
Degree of
Kinship
Within the
Second
Degree of
Kinship
1.53% 1,030 0.00% - -
Chuo,Hsiu-Min
Chuo,Wen-Hen
5,039,850 -
HSBC entrusts Sumitomo
Global Robotics Equity
Fund to trustee Japan
Custody Bank Co., Ltd.
1.48% -
- - - -

92

ix. The Shareholdings and Joint Shareholding Held by the Company, its Directors, its Supervisors, its Managers and Affiliates Controlled Directly or Indirectly by the Company in the Same Invested Businesses

December 31st, 2021 Unit: Shares; %

Reinvestment Business Investment of the Company Investment of the Company Investment of Business
Directly or Indirectly
Controlled by Directors,
Supervisors and Managers
Investment of Business
Directly or Indirectly
Controlled by Directors,
Supervisors and Managers

Comprehensive Investment

Comprehensive Investment
Number of Shares Shareholding
Ratio
Number of
Shares
Shareholding
Ratio
Number of Shares Shareholding
Ratio
HIWIN Corporation, U.S.A. 2,148,000 100% - - 2,148,000 100%
HIWIN GmbH, Germany Note 100% - - Note 100%
HIWIN Corporation, Japan 62,200 100% - - 62,200 100%
Eterbright Solar Corporation 345,460,592 85% 14,068,023 4% 359,528,615 89%
HIWIN Singapore Pte.Ltd. 5,000,000 100% - - 5,000,000 100%
HIWIN Corporation, Korea 1,760,000 100% - - 1,760,000 100%
HIWIN S.R.L. Italy Note 100% - - Note 100%
HIWIN Corporation, China Note 100% - - Note 100%
HIWIN Healthcare Corp. 100,000 100% - - 100,000 100%
Matrix Precision Ltd.
(FormerlyLuren Precision Ltd.)
34,294,075 50% 5,349,323 8% 39,643,398 58%
Matrix Precision Suzhou Co., Ltd. - - Note 50% Note 50%
Matrix Machine Tool (Coventry) Ltd. 5,449,500 100% - - 5,449,500 100%
HIWIN (Schweiz) GmbH 243,000 81% 57,000 19% 300,000 100%

Note: No shares issued

93

IV. Capital Overview

i. Capital and Shares

(i) Source of Capital

Unit: NT$Thousand;Thousand shares NT$Thousand;Thousand shares
Date Issue Price Authorized Stock Paid-Up Capital Remarks
Number
of
shares
Sum Number
of
shares
Sum Source of
Capita
Subscript
ions Paid
with
Property
other than
Cash
Other
1999.10.08 12 130,500 1,305,000 123,500 1,235,000 Cash Capital
Increase
None 1999.08.05
(88)TCZL(1)No.
72181
2001.10.22 10 151,900 1,519,000 135,850 1,358,500 Capital
Increase out
of Earnings
or Capital
Reserves
None 2001.08.14
(90)TCZL(1)No.
151591
2002.10.15 10 151,900 1,519,000 139,925 1,399,255 Capital
Increase out
of Earnings
None 2002.08.14
(91)TCZL(1)No.
145107
2003.10.09 10 151,900 1,519,000 145,544 1,455,442 Capital
Increase out
of Earnings
None 2003.08.15
(92)TCZL(1)No.
137138
2004.10.05 10 191,038 1,910,380 156,918 1,569,178 Capital
Increase out
of Earnings
None 2004.08.06
FSC Certificate
No.0930135195
2005.10.05 10 191,038 1,910,380 177,706 1,777,059 Capital
Increase out
of Earnings
None 2005.08.09
FSC Certificate
No.0940132392
2006.08.02 10 300,000 3,000,000 201,345 2,013,448 Capital
Increase out
of Earnings
None 2006.08.02
FSC Certificate
No.0950133960
2009.06.25 24 300,000 3,000,000 223,390 2,233,898 Cash Capital
Increase
None 2009.01.08
FSC Certificate
No.0970071383
2010.08.16 10 300,000 3,000,000 227,858 2,278,576 Capital
Increase out
of Earnings
None 2010.06.25
FSC Certificate
No.0990032889
2011.08.29 10 300,000 3,000,000 234,693 2,346,933 Capital
Increase out
of Earnings
None 2011.07.11
FSC Certificate
No.1000031785
2012.09.17 10 300,000 3,000,000 246,428 2,464,280 Capital
Increase out
of Earnings
None 2012.07.13
FSC Certificate
No.1010031169
2013.09.18 10 300,000 3,000,000 253,821 2,538,208 Capital
Increase out
of Earnings
None 2013.07.18
FSC Certificate
No.1020027958

94

2014.09.15 10 300,000 3,000,000 261,435 2,614,354 Capital
Increase out
of Earnings
None 2014.07.14
FSC Certificate
No.1030026626
2015.09.02 10 300,000 3,000,000 269,278 2,692,785 Capital
Increase out
of Earnings
None 2015.09.02
FSC Certificate
No.1040027343
2016.09.21 10 300,000 3,000,000 274,664 2,746,640 Capital
Increase out
of Earnings
None 2016.09.21
Department of
Economy-
Authorization
No.10501226510
2017.09.01 10 300,000 3,000,000 280,157 2,801,573 Capital
Increase out
of Earnings
None 2017.09.01
Department of
Economy-
Authorization
No.10601126420
2018.08.22 10 300,000 3,000,000 288,562 2,885,620 Capital
Increase out
of Earnings
None 2018.08.22
Department of
Economy-
Authorization
No.10701102130
2018.10.05 25
0
500,000 5,000,000 300,562 3,005,620 Cash Capital
Increase
None 2018.10.05
Department of
Economy-
Authorization
No.10701122430
2019.08.27 10 1,000,0
00
10,000,000 309,579 3,095,789 Capital
Increase out
of Earnings
None 2019.08.27
Department of
Economy-
Authorization
No.10801118450
2020.09.16 10 1,000,00
0
10,000,000 318,866 3,188,663 Capital
Increase out
of Earnings
None 2020.09.16
Department of
Economy-
Authorization
No.1090168200
2021.01.28 195 1,000,00
0
10,000,000 330,866 3,308,663 Cash Capital
Increase
None 2021.01.28
Department of
Economy-
Authorization
No.11001002260
2021.10.04 10 1,000,00
0
10,000,000 340,792 3,407,922 Capital
Increase out
of Earnings
None 2021.10.04
Department of
Economy-
Authorization No.
11001184000
Type of Shares Approved share capital Remarks
Outstanding Shares Unissued Shares Totals
Registered common
stock
340,792,240 659,207,760 1,000,000,000 -

Information for Shelf Registration System: none.

95

(ii) Shareholding Structure

April 30th, 2022 Total 51,888 340,792,240 100.00%

April 30th,2022
Shareholding
Structure
Quantity
Governmental
Agencies
Financial
Institutions
Other Legal
Persons
Individual Foreign
Institutions and
Outsiders
Total
Number of People 5 12 388 50,777 706 51,888
Number of Shares held 8,783,038 19,320,164 47,127,307 132,175,320 133,386,411 340,792,240
100.00%
Shareholding Ratio 2.58% 5.67% 13.83% 38.78% 39.14%

(iii) Equity Distribution

April 30th, 2022

April 30th
Class of Shareholding Number of Shareholders
Number of Shares
Shareholding Ratio
1~999 29,722 2,982,467 0.88%
1,000~5,000 18,770 33,485,384 9.83%
5,001~10,000 1,802 12,650,289 3.71%
10,001~15,000 562 6,826,686 2.00%
15,001~20,000 233 4,085,021 1.20%
20,001~30,000 208 5,120,812 1.50%
30,001~50,000 193 7,427,115 2.18%
50,001~100,000 149 10,414,159 3.06%
100,001~200,000 81 11,246,100 3.30%
200,001~400,000 56 15,284,524 4.48%
400,001~600,000 31 14,826,929 4.35%
600,001~800,000 15 10,724,523 3.15%
800,001~1,000,000 10 9,079,081 2.66%
1,000,001 and above 56 196,639,150 57.70%
Total 51,888 340,792,240 100.00%

(iv) List of Major Shareholders

April 30th,, 2022

April 30th,,2022
Share
Name of Major Shareholders
Number of Shares held Shareholding Ratio
HIWIN Investment Corporation 26,261,299 7.71%
Nanshan Life Insurance Co., Ltd. 13,124,887 3.85%
Chuo Yung-Tsai 10,972,759 3.22%
Lee,Shun-Chi 8,509,232 2.50%

96

Chuo Wen-Hen 6,828,702 2.00%
The Business Department of Standard Chartered International
Commercial Bank is entrusted with the custody of the Fidelity
Emerging Markets Fund Investment Account
6,097,444 1.79%
First Bank Trust-Fund Account Appointed by Lee,Shun-Chi 6,000,000 1.76%
Chuo,Hsiu-Min 5,243,426 1.54%
Chuo,Hsiu-Yu 5,200,217 1.53%
7.71%
HSBC entrusts Sumitomo Global Robotics Equity Fund to trustee
Japan Custody Bank Co., Ltd.
26,261,299

(v) Market price, net value, earnings, dividends and other relevant information for the last two years

last two years last two years last two years
Item Year 2020 2021 2022 until March
31st
Market Price per
share
Highest 391.50 468.00 317.00
Lowest 179.50 275.00 237.00
Average 292.03 365.11 265.86
Net Value per
share
Pre-Distribution 83.30 88.85 88.32 (Note 2)
Post-Distribution 78.93 (Note 1) -
Earnings per
Share
Weighted Average Number of
Shares (1000 Shares)
328,770 340,792 340,792 (Note
2)
Earnings per Share (after tax) 6.05 10.36 1.56 (Note 2)
Earnings per Share (after tax)
after retroactive adjustment
5.87 10.36 1.56 (Note 1)
Dividend per
Share
Cash Dividends 2.0 4.5 -
Stock
Dividends
Surplus
Distribution
0.3 0 -

Allotment
of capital
reserve
- - -
Accumulated Unpaid
Dividends
- - -
Analysis of
Return on
Investment
Price/Earnings Ratio 48.27 35.24 -
Price/Dividend Ratio 146.02 81.14 -
-
Cash Dividends Yield 0.68 1.23

Note 1: The earnings distribution for 2021 has not yet been approved by the Shareholders ’Meeting Note 2: The financial statement of the first quarter of 2022 has been audited by the accountant.

(vi) Dividend Policy and Implementation

1. Dividend Policy

The company has passed the amendment to the Articles of Association on June 28, 2019. According to the revised Articles of Association's surplus distribution policy, when distributing the surplus in each fiscal year, it shall first make up for the loss and set aside 10% as the statutory surplus reserve However, when the statutory surplus reserve has reached the company's total capital, it is not subject to this limit. And in accordance with other laws and regulations to set aside (or reversal) special surplus reserve, the second dividend increase is less than 6% (inclusive). The distribution of

97

surplus can be made in the form of cash dividends or stock dividends, but the proportion of stock dividends is not higher than two-thirds of the total shareholder dividends and shareholder dividends for the year.

The company may take into account the financial, business and operational factors and other factors, the amount remaining after deduction according to the amount specified in the preceding paragraph and the same as the undistributed surplus in the previous period and the full or part of the distributable surplus in the current year.

The articles of incorporation of the company not yet clearly specified the distribution ratio of shareholders’ dividends, because the profit for the current year will be subject to adjustment based on future capital expenditure and capital situation, and shall be handled per resolution of the shareholders’ meeting. As the company continues to expand factories, expand the scale of investment, and develop new products, it is necessary to retain a certain level of funds. It is estimated that the dividend distribution ratio in the near future should not differ significantly from approximately 30% to 40% in the past five years.

  1. The dividend distribution proposed at the shareholders’ meeting

The 2021 earnings distribution plan, as resolved by the board of directors on February 25, 2022, proposed to allocate a total of NT$ 1,533,565,080 in dividends to shareholders (NT$ 4.5 per share), all distributed in cash, and the cash dividends will be submitted to the shareholders meeting according to the law after the board of directors approves and authorizes the chairman to set the dividend base date for distribution.

  1. Explanations of expected major changes in dividend policy: none

(vii) The influences of the bonus shares proposed at the shareholders’ meeting on the

  • Company’s business performance and earnings per share: not applicable because the

company did not disclose financial forecasts for 2021.

(viii) Employee Bonuses and Remunerations of Directors

  1. Percentage or scope of employee bonuses and remunerations of directors and provided for in the Articles of Incorporation:

  2. The company's remuneration includes principal salary, various bonuses and employee dividends. The amount of various bonuses and employee dividends depends on the company's overall operating performance and employee performance.

  3. According to Articles of Incorporation, if the company has earnings at the end of a fiscal year, it should make an allocation in this way: (1) a minimum of 1% for employee remunerations, (2) a maximum of 4% for directors’ remunerations. The distribution proposal of employees’ bonuses and directors’ remuneration shall be reported to the shareholders’ meeting. However, in case that the Company still has accumulated losses, the amount for offset shall be reserved, then the employees’ and directors’ remuneration may be distributed according to the above proportions.

  4. Basis for estimating the amount of employee bonuses and remunerations of directors, basis for calculating the number of shares to be distributed as stock bonuses, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

  5. At the end of the fiscal year, material differences between these estimates and the amounts proposed by the Board of Directors in the following year are adjusted for in the year of the proposal. If the actual amounts still differ from the proposed amounts after the publication of the annual financial statement, the differences are charged to the earnings of the following year as a result of change in accounting estimate.

  6. Information on proposals passed by the board of directors to distribute employee bonuses:

  7. (1)Remunerations to employees, directors and supervisors in the form of cash bonuses: NT$ 297,411,042 for employees and NT$ 148,705,521 for directors. The estimated

98

ratios were 6.0% and 3.0%, respectively, in compliance with Articles of Incorporation of the Company.

  • (2)The proportion of the number of shares for employees as remunerations to net profits after tax and the total of employee bonuses of the individual or individual financial reports in the current period: Not applicable.

  • The actual distribution of employee bonuses and remunerations of directors and in the previous year

  • (1)The employee remunerations distributed in cash were NT$ 154,385,363 in 2021. (2)The actual remunerations of directors were NT$ 77,192,681 in 2021.

  • (3)There is no difference between the actual distribution and the distribution passed at the Board Meeting.

(ix) Stock buyback: none.

ii. none. Issuance of Corporate Bonds:

iii. Issuance of Preferred Stocks: none .

iv. none . Issuance of Global Depositary Receipts (GDR):

v. none. Exercise of Employee Stock Option Plan (ESOP):

  • vi. none. Acquisition of New Restricted Stock:

  • vii. Mergers and Acquisitions of New Shares Issued by Other none.

  • Companies:

viii. Execution of Capital Utilization Plan: The company hasn’t issued

marketable securities or completed the private placement of marketable securities, has completed the plan in the recent 3 years, with no plan effects shown.

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V. Business Overview

i. Business Content

(i) Business Scope

  1. The Main Content of the Company’s Business: The company is mainly engaged in R&D, design, manufacturing, sale, maintenance and pre-sales and after-sales services of linear guideway (GW), ball screws (BS), industrial robots, wafer robots, precision bearings, various robot arms, rotary tables, medical equipment semiconductor devices.

  2. Business Proportion:

The turnover of 2021: GW for 64%, BS for 21%, industrial robots for 7%, others 8%.

  1. The Current Product (Service) Items:

Our company provides key components, industrial robots, special machines and aftersales services for machine tools, industrial machinery, bioscience, medical equipment, equipment of electronics industry, photoelectricity, semiconductor devices and automation, etc. The current main products of the company are listed below:

Product Category Series
1 GW Self-lubricating, quiet, roller, overload, microminiature, intelligent, dustproof,
high rigidity, light weight, high torque resistance, cross configuration, extremely-
low
2 BS Precision grinding, precision rolling, high speed, heavy load, air cleaning, nut
rotary, tangent circulating, quiet, cooling, intelligent, economical, precision
rotary cut
3 Industrial
Robot
Single axis robot, articulated robot arm series, parallel robot arm series, scale
robotic arm series, wafer robotic arm series, electric gripper, end effector
4 Rotary
Tables
Biaxial two-arm rotary table, Biaxial one-arm rotary table, single-axis vertical
rotary table, single-axis horizontal rotary table
5 Reducer Harmonic Reducer
6 Precision
Bearing
Crossed roller bearing, ball screw bearing, bearing block
Rehabilitation equipment, nursing equipment, equipment of minimally invasive
surgery
7 Medical
Equipmen
t

4. New products (service) slated for development:

(1) Expansion of the next-generation smart linear slide i4.0GW specification. (2) Development of a new series of wafer robots.

(3) Development of a new generation of endoscope supports for robotic arms (abdominal cavity).

(4) Development of a new generation of steering system ball screw.

(5) Expansion of the specifications of the compound high-speed turntable.

(ii) Industry Overview

1. Development and Current Situation of the Industry:

In 2021, the world saw the promotion of economic revitalization policies, relief and subsidy measures of major economies, and the spread of vaccines against COVID-19. The above will assist the global demand of terminal markets to gradually recover from the severity of the pandemic, and manufacturing purchasing managers' indices of major countries are expected to rise. Stemming from this, imports and exports will grow, creating a trend of economic recovery. The development of the industry revolves around the “new normal” in economic trends in the post-pandemic era. The digital transformation of various industries has sparked a large demand for semiconductors, 5G communications, AI, virus detection and medical equipment in response to the pandemic, and the electric vehicle industry is also on the rise due to environmental risks.

The semiconductor industry plays an important role in new technologies such as AI, 5G, IoT, AR/MR. These technologies affect the development of terminal applications of semiconductors. Some of these applications

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include future vehicles, new energy, smart manufacturing, robots, health wear, data centers, and aerospace industries. These technologies have gained the governments of several countries’ attention and some of these countries have even regarded these as a national issue. According to the "World Fab Forecast" released by SEMI in June 2021, it is predicted that the world plans to build 29 new fabs in 2021 and 2022. This will cause the demand for related equipment to increase greatly. SEMI estimates that the global semiconductor equipment market will have over USD$ 100 Billion in business opportunities in 2022. Taiwan's semiconductor industry is a leader in the world in terms of manufacturing processes and has the world's largest capacity for foundry. There was a global semiconductor wafer shortage in 2021. This is expected to make Taiwan's semiconductor capacity utilization rate exceed 100%. ITRI estimates that the output value of Taiwan's semiconductor industry will exceed NT$ 4 Trillion in 2021 and reach NT$ 4.1 Trillion, with an annual growth of 25.9%. In 2022, this number is expected to approach NT$ 4.5 Trillion, with an annual increase of 12%. Key components produced by HIWIN are important supply components for equipment involved in semiconductor production. In addition, HIWIN's semiconductor wafer robotic arm and Equipment Front End Module (EFEM) are also controlled by self-made components and system integration. For customers with different processing and application needs, we provide customized services to accelerate the process of semiconductor self-production and process automation in various countries.

The electric vehicle market has grown faster than experts expected as awareness of the environmental and climate crisis has increased around the world. Certain countries have formulated policies for the electrification of vehicles and some have even issued bans on the sale of traditional fuel vehicles. Bloomberg New Energy Finance (BNEF) estimates that the total global electric vehicle sales in 2021 will reach 5.6 million units. This is an increase of more than 80% in comparison to 2020. Increasing sales will accelerate the global adoption of electric vehicles. In terms of the development of international car manufacturers, TrendForce believes that after the pure electric platforms of traditional international car factories start to undergo production, the number of pure electric car models will increase and market introduction will accelerate. Dozens of automakers around the world have made announcements to boost production of electric vehicles. Among these are GM and Ford. Toyota also recently announced a plan to accelerate the production of electric vehicles, and will invest 2 trillion yen in the development of automotive battery technology, and will release 30 new electric vehicles by 2030.

As for vehicle components, more and more vehicles in the future will utilize electrification, structural lightweighting, and vehicle intelligence as the core technologies. This phenomenon will accelerate the rise of advanced driver assistance systems for ADAS smart fuel vehicles and electric vehicles. This will create a new demand for electric power steering systems (R-EPS) and automotive ball screws. In recent years, Mainland China has been a leader in the development of these technologies. However, in response to global environmental protection issues, the country has implemented increasingly stringent regulations on fuel consumption and pollution emissions. Therefore, the Mainland Chinese market is predicted to switch to ball screws for electric assistance in the future. The potential market has huge business opportunities. The VBS ball screw (VBS) is used in the steering system, transmission system, suspension and shock absorber system, and braking system of vehicles. This replaces the traditional hydraulic design. It has the advantages of high mechanical efficiency. It can also save energy and contribute to environmental protection. It also provides comfort and boasts the advantage of low noise. With the development trends in vehicle intelligence and electrification, ball screws play a key component in the automotive field. They are becoming more widely used. In addition, HIWIN has built automatic production lines for automobile products. The company also provides services for major automobile manufacturers in Japan and Europe to assist in the switch over to smart manufacturing.

With regard to automatization, the US-China trade war and the COVID-19 pandemic continue to ravage the world. This has led to the great migration of the manufacturing industry. Although vaccination rates have increased, economic growth is slow due to unemployment pressures. This has forced manufacturers to accelerate the adjustment of the supply chain. They also have to master the production technology of key components and continue to accelerate the development of manufacturing automation in various countries. The growth rate of industrial robots is worth mentioning. The reduction of the labor force due to downward trends in global birthrate, and the rising labor costs in China and Southeast Asia demonstrate the urgent need to automate production lines. According to the estimates of the International Federation of Robotics (IFR), the cumulative installed volume of industrial robots will reach 3.78 million units in 2021. This is nearly double the actual 1.83 million units in 2016. This is especially important for the Chinese manufacturing industry, since it has been adversely affected by the US-China trade war. In actuality, there is a growing trend of orders returning to China in the post-pandemic era. However, issues in the lack of labor and rising labor costs in China still

101

persist. The only viable solution is to accelerate the process of automation. However, in order to achieve the goals of smart manufacturing, it requires the cooperation and investment of key components and machinery, robots and system integration (SI) to make progress. HIWIN is one of the industry's pioneers in promoting smart manufacturing. The company has already included SI players as part of the integrated services, and will continue to integrate upstream and downstream resources.

Hyperautomation is one of Gartner's top 10 strategic technology trends for 2022. This includes tools such as robotic process automation (RPA), machine learning (ML), and artificial intelligence (AI) that work in unison to automate complex business processes. Hyperautomation is an extension of traditional process automation that goes beyond the boundaries of a single process. According to the International Federation of Robotics (IFR), the cumulative number of industrial robots is expected to reach 420,000 units in 2022. This is an increase of 5% from the estimated 400,000 units in 2021. Factories that require a lot of manpower have been affected by the pandemic. The productivity of factories has also been affected. Enterprises have to maintain a certain degree of productivity and this is an important concern. In order to solve this issue, they need to figure out how to reduce labor or implement remote monitoring and operations through automated equipment or industrial robots. All of HIWIN's products, robots, and electromechanical integration provide customers with total solutions.

In 2021, major global consumer markets gradually recovered from the COVID-19 pandemic. These include markets in Europe and the United States. The machine tool industry also undergo recovery and growth. 5 major aspects affecting the development of the machine tool industry include: (1) Policy: the US-China trade war and the COVID-19 pandemic accelerate the implementation of domestic manufacturing and decentralized manufacturing policies; (2) Environment: in response to global climate change and the recent trends in energy conservation and carbon reduction, the use and R&D of manufacturing products need to take into account energy saving, carbon reduction, and the recycling of materials; (3) Society: reductions in the labor force increase the demand for the automation of machine tool production lines; (4) Technology: the development of information communications and smart technology help improve the overall performance of machine tools. The trend of automobile electrification will also change the demand and product line of machine tools; (5) Economy: changes in the structure of the global manufacturing supply chain have led to changes in the demand for machine tools. From the perspective of the above five aspects, multi-axisim and high-efficiency are the new directions that the upgrading and development of global machine tools are heading towards. This new demand will continue to expand to high-end five-axis machines and composite processing machines. Four-axis and fiveaxis Torque Motor rotary tables boast the advantages of high-precision and high-efficiency. However, these products currently account for less than 10% of the overall market. The market mostly consists of European machines. It is expected that this all-electric Torque Motor rotary table will gradually become the mainstream product in the markets of many regions. These include Japan, Europe, Taiwan, and Mainland China. The market for these products is expected to grow 40% in the next 2 to 3 years.

In Mainland Chinese machine tool industry, the competitiveness of low-end and general-purpose machine tool products has declined. Unfortunately, upstream and downstream orders are approaching all time lows. This phenomenon demonstrates the urgent need for companies to transform and upgrade to high-end differentiated products. In addition, American remanufacturing firms require high-end tools. In light of recent trends, it is even more certain that medium and high-end machine tool products will become high in demand. This is because they are predicted to become the mainstream for the transformation and upgrading of the global manufacturing industry in the future. The development of global machine tools is trending towards multiaxisism and high efficiency. In general, the future development of machine tools will continue to be upgraded to high-end five-axis machine tools. This will gradually increase demand for related products. Currently, these four-axis machine tools have the advantages of high-precision and high-efficiency. The five-axis Torque Motor rotary table only accounts for 5% of the overall market, and most buyers are in Europe. It is expected that this all-electric Torque Motor rotary table will gradually become a new market trend. The market for this product is expanding, and it is expected to grow significantly. The Mainland is pushing for “Made in China 2025”. This is a sign that enterprises urgently need to transform and upgrade. In addition, American remanufacturing firms also require high-end machine tools. It is even more certain that mid-to-high-end machine tool products will be key mainstream items in the transformation and upgrading of the global manufacturing industry in the future. In addition, the automobile industry accounts for nearly 50% of global machine tool consumption. However, the development trend of electric vehicles will affect the types of future machine tools sold. Also, the equipment required to build 5G infrastructure will bring new business opportunities to the field of industrial machinery.

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The global population is aging. This phenomenon is continuously driving up the demand for medical care. Several technological advances such as AI and 5G, in addition to the general shortage of nursing staff around the world, have accelerated the development of precision medicine and smart health care. According to a survey by Radiant Insights, this market will reach a value of US$ 584.7 billion by 2025. It is also expected to have an annual growth rate of 12.8%. COVID-19 has caused the structure of the medical industry to change drastically. New demands for telehealth have stimulated the development of technology to be used in the medical industry. During the epidemic, European and American countries have announced the emergency use authorization (EUA) of pandemic-related products. These policies have driven the growth of research and development of epidemic-related medical equipment. Some items included are molecular testing equipment, blood analysis equipment, and respirators. In addition, the epidemic has changed the playing field of healthcare. It has also caused precision health, digital medicine, and telemedicine to become much more popular than they have been in the past. Also, the rapid response and widespread application of 3D printing technology has been used in many fields. This includes the research and development of medical materials, such as dentistry, orthopedics, surgical instruments, hearing aids, and tissues and organs. This technology can be expected to continue to play an important role in the medical industry in the post-pandemic era. Precision components produced by HIWIN are for rapid shipment during the pandemic and aim to assist in building supply biochemical analyzers and blood testing equipment. HIWIN also provides advanced components including ball splines and reducers. These will be used in more precise and high-end medical equipment applications. They will help the rapidly changing medical market become more resilient and innovative.

The medical care industry is also impacted by technologies such as big data, artificial intelligence, and the Internet of Things. As a result, the structure of medical care has changed drastically. In addition to the fact that the location as to which medical treatment is offered is no longer limited to hospitals, industrial development has also shifted from the treatment of disease to holistic health for preventing the onset of disease. The interface that facilitates these changes is the Internet of Medical Things (IoMT). This new technology connects medical equipment with internet connection capabilities. Through the integration of clinical knowledge and technology, medical equipment can be programmed and used remotely. This can improve the efficiency and accuracy of treatment. In 2021, as more electronics manufacturers invest in the medical field, the infrastructure for information integration will also be on the road to completion. Physicians and developers can focus more on the application level, and they can experience the maximum number of benefits. At this point, there is a necessity for equipment that can accurately execute commands in order to assist in completing treatment for patients.

Another important industry trend is the application of human-like robots that provide assistance in the field of surgery. These robots combine cutting-edge imaging technology and precise positioning. They can exceed the limitations of human vision and have the ability to reduce errors caused by the fatigue of surgeons. This can reduce the probability of surgical failure. In addition, four new surgical robots have been approved by the FDA and CE for sale on the market. The addition of competitors will accelerate the automation of surgery and lower the requirements for hospitals to adopt this innovative technology. As more users adopt this technology, the benefits of robots in assisting surgical procedures will be more clearly defined. As a result, physicians will be able to choose the best treatment method for their patients. Forbes pointed out that due to the rapid aging of the global population and the increasing number of individuals with chronic illnesses, medical care costs and social burdens have risen. These are urgent issues and they act as the main driving force for developing smart healthcare.

The machinery industry is the main force that is driving industrial upgrades. Many fields are closely related to the machinery industry. These include high-tech manufacturing, construction projects, agriculture, and even mining. Therefore, there is the saying "the machine is the mother of industry". IEK pointed out that "smart machine industrialization" and "industrial intelligence mechanization" are the two main visions proposed by current policies. The manufacturing industry has experienced increasing demand for smart automation and the applications of industrial robots. HIWIN offers industry-leading electromechanical integration products. The company is committed to transforming and upgrading smart manufacturing for clients coming from all kinds of industries. Besides key components, motor components, and robots, HIWIN also actively cooperates with system integrators (SI) to supply customers with automated production line system services. In addition to the development of smart machinery, i4.0BS and i4.0GW integrated sensors are built into the products. These sensors collect mechanical data and improve the degree of intelligentization of various processes.

  1. The relevance of the upper stream, midstream and lower stream of the industry:

103

Raw Materials
(Upper Stream)
Main Products Main Application (Lower Stream)
Steel, Steel Ball BS, GW Semiconductor,
opto-electronics
manufacturing
and
test
equipment,
automation
equipment,
medical
equipment
of
bioscience, electronic industry, machine tool, industrial machinery
  1. Development trend of products:

Smart manufacturing is a global trend, and HIWIN has deployed smart automation and robotics for a long time, and its products are moving towards high value-added products, high-end manufacturing and digital applications. In addition to developing its own intelligent ball screw, HIWIN has formed an alliance with Taiwan and the International Semiconductor Industry Association, Taiwan Smart Automation and Robotics Association, and Taiwan's Tool Machines and Components Industry Association to expand the layout of smart components, smart machinery, and wisdom. The system is designed to supply the world's advanced manufacturing needs and assist customers in the transformation and upgrading.

The IOT and artificial intelligence have undergone substantial developments in recent years. As a result, the number of smart machinery is also gradually increasing. Looking at products on the market today, most of them only record test results or issue warnings, but they still lack the ability to make predictions. This function requires uninterrupted production capacity and there is a great need for the maintenance of accuracy in the product. In particular, the ball screw is a key component of this type of equipment. At present, HIWIN’s intelligent ball screw has become a leading indicator in the industry. In addition to the built-in special sensor that was self-developed by HIWIN, it also has the ability to collect big data online. It can remotely monitor the screw temperature, vibration counts, and the lubrication status of the equipment. This technology also has the ability to predict product life through algorithms so that preventive maintenance can be achieved timely. Using this will improve production efficiency, and provide immediate feedback regarding the schedule as to which a machine should undergo maintenance. This will allow customers to arrange maintenance in advance to maintain efficient production utilization. Hence, customers can avoid losses caused by downtime due to the need to perform maintenance on the machine, and they can also achieve Industry 4.0 goals. Smart lubrication also allows factories to save 40-70% on fuel consumption. This is equivalent to reducing CO2 emissions by about 80 kilograms per year for each piece of equipment using smart screws.

Besides the intelligent ball screw, HIWIN provides a solution of smart linear slides in the semiconductor and automation industries. These linear slides have a high degree of autonomy. The overall system is compatible with the intelligent ball screw, and the operation of the linear slide is monitored through a specific sensor. After the data is transmitted to the operation module for calculation, the results can be transmitted to the upper controller of the equipment via Ethernet. This will allow the user to be able to remotely understand the status of each machine in real time, and improve the utilization efficiency of the equipment in question. Customers can also avoid the negative effects of sudden downtime.

The machine tool industry has developed five-axis composite processing machines to improve processing efficiency and accuracy in response to the increasing complexity of processing forms. Therefore, five-axis high-end machine tools have become very important in the transformation and upgrading of the global manufacturing industry. This has become an important factor in judging the level of a country's machine tool industry. High-end machine tools have become more and more important in several industries. These include, but are not limited to, upgrades in manufacturing in Mainland China, remanufacturing in the United States, the market for new mobile phones, 5G and precision molds. HIWIN produces C-axis and AC-axis rotary tables equipped with torque motors. These greatly improve the precision and efficiency of machines. The use of these machines has rapidly expanded in major markets all around the world. They have also been adopted by major machine tool manufacturers in Europe, America, Japan, Taiwan, and Mainland China. Taking after ball screws and linear slides, this product will become a key player in raising revenue in the future.

As for the development of robotic arms, key components are the key to success. These include, but are not limited to, harmonic reducers, servo motors, and control units. The costs of these components make up more than 50% of the cost of the entire multi-axis robotic arm. Traditionally, the

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technology of these key parts has been mostly mastered by European, American, and Japanese manufacturers. Each major robotic arm manufacturer has mastered the technology of at least one key component. This is combined with other technologies owned by its domestic manufacturers to form a complete supply chain of key components. Profits from products can be improved greatly. Take the harmonic reducer as an example. This product needs to have high repeat accuracy, stable rotation speed, low friction, high efficiency, small size, be light in weight, and have a large transmission torque. The motor, matched with HIWIN’s self-made harmonic reducer and control unit, not only can greatly reduce the costs associated with outsourcing, but the time schedule of technology development, customer service, and component maintenance can also be fully grasped by its users.

Wafer robots have begun to apply visual sensing and machine networking to expand fields for application. In response to this trend, HIWIN's wafer arm has also developed more models adaptable to different industrial usage scenarios, schedules, and manufacturing processes. This makes the application of production line automation more flexible and allows buyers to connect the product with their machines at a faster pace. In addition, the core structure of the wafer arm not only strengthens modularization, but also emphasizes its commonality. A more powerful cost advantage and mode of control are created through the parallel expansion and vertical integration of product specifications.

HIWIN's new product "Wafer Transmission Module" adopts the "SECS/GEM" communication format, which is the industry standard. Whether the end user is involved in foundry, packaging or various processes on the production line, the product can be quickly integrated into the production line. This allows users to fully achieve development using the structure of shared modules. This concept is also expanded to the wafer box handling arm, wafer arm, panel arm, and external axes to increase handling efficiency. If required, special commands and special terminal modules may also be established. To attain higher efficiency, the expandability of the same main structure can also be connected completely. The Equipment Front End Module (EFEM) has many applications in the semiconductor industry. This technology complies with and has obtained the SEMI S2 international safety certification. HIWIN-EFEM can be adjusted to match customer needs, and the corresponding style of the HIWIN wafer robot can be adjusted according to product specifications. This will allow it to become more efficient and competitive on the market.

The Torque motor rotary table independently developed by HIWIN has fast response speeds and high torque. It is also equipped with an absolute encoder. In addition, its position feedback is quite accurate, and it can effectively meet the needs of different machine tool manufacturers in terms of rotary axis module technology. However, C-axis rotating speed is the bottleneck of the traditional mechanical rotary table. In order to meet the demand for high-end five-axis compound machine tools in the market, the high-speed rotary table will become the mainstream in the future. HIWIN will develop a full range of rotary axis products in the future, including the compound high-speed rotary table product line.

In recent years, the automobile industry has been working on developing cars that have both energy saving and smart driving capabilities. In the future, vehicles with autonomous driving Level 4 will transform the driver into a passenger, and the environment inside a car will be able to mimic the feeling of being at one’s company, school, hospital, or home. In 2018, Audi took the lead in proposing the concept of the "25th hour". This concept involves freeing the hands and brains of drivers during the process of driving. This will create more free time for drivers. In order to achieve the automatic driving of vehicles, two systems are required to meet the demanding reliability and NVH requirements for vehicles. These include the Electric Steering System (EPS) and Intelligent Braking System (IBS). The use of precision ball screws as key components in these systems has been increasing year after year, and experts estimate that 80% of new cars in the world will use R- EPS as part of their standard equipment in 2022.

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HIWIN medical rehabilitation equipment is mainly used for providing patients with more effective equipment to engage in medical rehabilitation. By combining the use of sensors, this equipment provides systems for interaction, evaluation, and feedback. Patients can use the feedback and intelligence of automatic sensors during treatment to adjust the difficulty levels of their rehabilitation regimens to the most appropriate setting and improve the therapeutic effects. In terms of use, the equipment utilizes a convenient and intuitive method of operation to shorten the time clinical personnel need to learn how to use the high-end technology. This further improves the efficacy of rehabilitation equipment and effectively increases the number of patients served per unit time. The direction of development for surgical robots follows new clinical surgical requirements. This includes the development of endoscopic imaging system technology. There are many new surgical methods such as single-port surgery and natural port surgery. These methods can act as effective alternatives for patients in need of surgery. However, there is currently no product on the market that is fully suitable to assist with this. In terms of endoscopic tube specifications, the small diameter (5mm) of the endoscopic system can technically provide visual effects equivalent to the existing 10 mm one. However, the advantage of using the smaller tube is that patients can have smaller wounds. The quality of the endoscopic imaging system has evolved from Full HD to a better 3D/4K resolution. The detailed images produced by the system can provide doctors with the opportunity for precise suturing. However, more stable support equipment is required to avoid interference during surgery. The trends mentioned above have increased the technical demand for robotic endoscopic holders. They also provide an entry point for endoscopic-holding robot arms to enter the market. 4. Competition of products:

HIWIN's products have the characteristics of integrating group resources, technological innovation, and key components. We have long been engaged in the development of electromechanical integration, robot manufacturing, and the manufacture of smart mechanical components. Therefore, HIWIN’s differentiation and competitive advantage from other linear transmission products competitors such as China, Germany, and Japan have become clear. Because of this multidimensional high-end product development strategy, HIWIN Technologies has been able to flexibly adapt to the changing international economic situation, leading the industry and reducing the impact on the market. In the face of the competition of so many linear transmission component manufacturers around the world, the result of our years of research and development and HIWIN’s electromechanical integration powers, not only differentiated and more diverse with competitor products, but also consolidate the global linear transmission component market indicators.

In terms of the competition status of key components, HIWIN has developed spare parts that can be quickly produced and assembled and these can be marketed to potential customers in a timely manner. This production is done in addition to continually investing in material science research and actively searching for alternative or better-quality raw materials. Along with the development of smart components and smart robots, HIWIN provides clientele with complete solutions, including electronic control software and system services. This allows the company to have a great competitive advantage in the market. For example, HIWIN is a leader in the industry for launching an intelligent ball screw with four diagnostic functions. These functions include temperature, preloading, vibration, and lubrication. This technology is at a higher level of intelligentization than that of its European and Japanese competitors, thus making HIWIN’s intelligent ball screw more competitive on the market.

The competitive situation of linear products has undergone changes in the underlying structure in recent years. Major brands occupy the market, but new competitors have emerged in the low-end market, striking customer orders with large price differences. Most of these competing brands come from mainland China and South Korea. Low-priced products enter the European and Asian markets by changing the brand packaging. In the face of these new competitors, HIWIN increased its competitiveness with a modular product portfolio, saved customers the time to purchase other accessories and provided differentiated services. Facing the high-end market demand, the HIWIN Smart Screw i4.0BS is leading the industry to provide customers with key components for smart

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manufacturing transformation. Bringing customers to HIWIN will accelerate the progress of important projects and expand the market.

HIWIN i4.0BS marks the beginning of the intelligentization of machine equipment. Using this technology, customers can monitor the operation of machinery and equipment remotely without physically entering the factory space. This is crucial, considering the current situation of epidemic prevention and control policies around the globe. Ultra-miniature ball screws are mainly produced by Japanese brands. HIWIN hopes to become the first manufacturer of ultra-miniature ball screws in Taiwan and to produce locally. The products are used in fulfilling the demand for micro-precision positioning workbenches, automotive electronic parts, 3C products, and medical testing equipment. The auxiliary lubrication performance of EL micro-modules has higher oil content. It also has a more economical and reliable design in comparison to the products manufactured by Japanese competitors. The product can be applied to different environments and scenarios and it has entered the market of Japan's semiconductor and automation industries to be used in electronics, 3D printing, testing equipment, semiconductor equipment, and packaging equipment.

In general, the machine tool industry suffers from insufficiencies in independent design and innovation capabilities. This causes a lot of products to become highly similar. Some key components still rely on foreign imports, which has large effects on the profitability of firms. The company has limited R&D manpower and investment. In turn, this also limits the accumulation of R&D on technology and capabilities in making innovations on product design. Except for a few first-tier manufacturers, some complete machine manufacturers intend to invest in development. They aim to grasp the production of a wider range of products to access markets on different scales. To do this, they consider independently developing four/five-axis machines in-house. However, these firms may not be able to make key components. In fact, many Taiwanese firms involved in the machinery industry are small and medium-sized enterprises. They suffer from limitations in human and financial resources, so it is nearly impossible to set up direct marketing bases in other countries. Most of these firms’ machine tool products are sold through overseas distributors and traders. This makes it quite difficult for machine tool manufacturers to understand the latest trends in customer demand and receive feedback from customers in terms of product use. The above factors added up limit the expansion of overseas markets. This means that there is still room for improvement in comparison to European and Japanese manufacturers. Most manufacturers are accustomed to precision machinery industries being densely located in the central region of Taiwan, and they prefer the business model of outsourcing from professional four or five-axis manufacturers. They then determine the components of the four or five axes according to the required speed, torque, and precision, and match the quality, inertia, and precision of the structure. They also have to match the sizes of components and controller parameters. However, the key technology used in these components is controlled by others. This causes firms to face the potential problem of unstable supply and high costs.

The main competition in the market for torque motor rotary tables comes from European suppliers that had developed early on. Machine tool factories in Asia still use mechanical rotary tables due to the overall cost and difficulties in maintenance that come with switching over to other technologies. However, mechanical backlash affects the accuracy in processing. This is a key factor that limits the development of high-end machine tools in Asia. HIWIN’s torque motor rotary table integrates selfmade water-cooled torque motor and crossed roller bearings. This product boasts the advantages of high precision and zero backlash. Using it can assist firms to reduce manufacturing costs and solve the ongoing problem of having to rely on European imports. This product is expected to be used in the Asian tool market and set off a wave of competition in the high-end machine industry. The competitiveness of HIWIN's products and services will allow them to effectively compete in the high-end machine tool market in Europe.

In the industrial robot industry, the market is still dominated by the four major powerhouses (ABB in Switzerland, FANUC in Japan, KUKA in Germany, and YASKAWA in Japan). If the key reducer

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relies on imports, there is little room for bargaining and the firms face costs stemming from tariffs. The cost of this component alone accounts for 1/3 of the production cost of the whole machine. This number is much higher than that of international manufacturers; the cost of the component for them is only 1/10~1/6 the production cost of the machine. In addition, the reliance on imports, which comes with little bargaining room and high tariffs, increases the overall costs in producing robots domestically. Due to fierce competition in the market, robots produced domestically may be less competitive in terms of price. In addition, the US-China trade war, the COVID-19 pandemic, and the global trend of low birthrates have brought about various types of domestically produced robotic arms on the Mainland Chinese market. The costs of producing these products are relatively high. However, their accuracy and stability in terms of quality have not yet been compared with those of Japanese and European manufacturers. Unlike the LED industry, the corresponding parts do not require high precision. Therefore, the development of the robot industry is still the biggest bottleneck in the development of the three key components. In response, HIWIN has established a system service team and has provided planning and services for all parts of the production line, while also strengthening the development of self-manufactured key components for robots. Through continuous optimization of the design and performance of robotic arms, HIWIN selects industries with competitive advantages and plans and designs robot production lines suitable for customers. Doing this can help offer total solutions for the development of vertical industrial robots.

In September 2020, the ball screw that was used in HIWIN's automotive steering system passed the IATF 16949 certification. This is a very important milestone for firms attempting to enter the automotive industry supply chain. Average temperatures around the globe continue to rise, and the impact of global climate change on the environment is a problem faced by all countries around the world. The electric vehicle industry is developing rapidly. With the growth and changes in technological connections, more firms are adding AI elements into their products, and the demand for control accuracy has increased. The traditional hydraulic system is gradually being replaced by the servo system. The ball screw used in these machines has the advantages of high mechanical efficiency. Also, the demand in the supply chain of components for the automobile industry has greatly increased as a result. HIWIN is the world's leading manufacturer of ball screws. The company is actively engaged in the R&D of ball screws for brake systems and gearbox systems. HIWIN is the best partner for electric vehicle system manufacturers to work with when it comes to applications of ball screws in new-generation vehicles.

HIWIN’s highly competitive medical equipment is designed based on clinical demands and the integration of self-made key components. HIWIN provides patients and medical institutions with effective and reasonable priced medical products. The cost-effective characteristics of rehabilitation products have been adopted by customers in Mainland China and Southeast Asia. The installation of these products in the above regions has surpassed the number of machines produced by European competitors. Competitors provide rehabilitation plans that include equipment designed for the upper and lower limbs of the human body. However, due to the high pricing of these products, they have not yet been popularized in the market. Surgical robots are designed first and foremost for the interests of doctors in mind and machines are there to assist them. This can lower the threshold for physicians to learn while performing minimally invasive surgical procedures. These robots can be applied to new surgical methods, and can also effectively provide more space for surgery and improve the operational efficiency of surgical teams. In the market, robots have greatly benefited from the recent trends in smart medical care and the need for more precise surgical positioning. This has caused robots to gradually become a key component in performing surgeries. Also, this has become the target of coorperation that manufacturers of surgical robots want to take advantage of.

HIWIN has the full industry 4.0 trend product, which can provide customers with a one-stop service for transformational upgrade. In the whole factory intelligentized production line project of several industrial giants, HIWIN is the only supplier and provides services in the electromechanical integration systems field with strong competitiveness. HIWIN flexibly uses the group's highprecision mechanical and electrical components to supply customers with a suitable product mix to

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meet their different needs and add value to customers. In the future, the common requirements of each process will be further refined, and the product portfolio fixedly used for each process will be converted into a standardized module to save customers the difference in assembly time and accuracy of multiple parts. At the same time, it will also promote the electromechanical integrated sales model at the global sales base to respond to the rapidly changing market.

(iii) Technology and R&D Overview

HIWIN filed a total of 173 applications at home and abroad and obtained 197 patents in 2021, and owned 2,246 valid patents at the end of 2021. It ranked 88th in Invention Patent Public Certificates, and was also No.1 in Taiwan’s precision machinery field in 2021.

1. R&D Expenses in the Last Year and as of the Publication Date of the Annual Report

Unit: NTD Thousands

Unit: NTD Thousands
Item 2021 2022 until March 31st
NT$ 246,297
R&D Expenses NT$ 1,058,892

2. Technologies and Products Developed Successfully in the Last Five Years

Year Product
2017 1. Continuous development and mass production of AG cross-profile linear guideway.
2. Continuous development and mass production of RGS/RGF ultra-low roller liner
guideway.
3. Complete development of Teaching upper limb Training System MSR-U100
prototype
4. Complete development of the ear and nose endoscope surgery robotic arm MTG-
E100 prototype
5. Development of Automotive Screw (VBS)
2018 1.The new recirculating ball screw (Super Z) type1 was fully mass-produced.
2.The next generation of intelligent ball screw prototypes was developed.
3.The development of the covered roller linear slides was completed and mass
production.
4.The articulated robot arm RA605-710-GB has obtained CE certification.
5.DATORKER harmonic reducer has been developed and mass produced.
2019 1. Test production of the second-generation intelligent ballscrew i4.0BS
2. Prototype development of non-circulating ballscrew.
3. Completion of partial specification development and mass production of ultra-
small line rails
4. Development of the SCARA robotic arm RS405/RS410-LU series
5. Completion of prototype development on small robotic arm.
2020 1.The precision screws for vehicles have passed the IATF 16949 automotive quality
management system certification.
2. The endoscope supports the robotic arm fastener family to complete the
development, medical certification, and mass production.
3. Complete prototype development of composite high-speed turntable.
4. Development and mass production of dust-proof version of Scala robotic arm.
5. Mass production of the next-generation smart ball screw i4.0BS.
1. Completed the development of the ball screw for the braking system.
2. Prototype development of next-generation intelligent linear slide i4.0GW.
3. Mass production of MRG-P110, a new generation of lower body strength training
machine.
4. The research and development of the E-series of wafer robots has been completed
and mass production has been transferred.
5. Completed prototype development of the composite high-speed turntable.
2021

(iv) Long, Short Term Business Development Strategy

  1. Short Term Business Development Strategy

(1) Serving metal processing end customers, establishing a 3+1-axis machine modification upgrade model, and driving industrial upgrading.

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(2) Mainly promote high-end new products, rotary table, smart screw and electromechanical integrated products, and open up new niche markets.

(3) Deeply cultivate the semiconductor industry, make HIWIN components, sub-system components, system components, and the group’s Total Solutions to form an important supply chain.

(4) Build Robot Cell modules and systems to lower the barriers for customer introduction of robots.

(5) Expand the business of the automotive industry and automotive screws.

(6) Integrate the group's mechanical and electrical products and system service partners to cooperate to provide customers with overall solution services.

(7) Provide customers with intelligent products with predictive functions.

2.Long Term Business Development Strategy

(1) Expand the applications of the Torque Motor rotary table industry and make it a key product for

the new generation of manufacturing upgrades and technological application.

(2) Extend sales and services to end customers and assist customers in their transformation and upgrading.

(3) Build the MIT robot brand and increase the market share of industrial robots and medical robots. (4) Enter the automotive production supply chain, become a long-term partner of advanced smart automotive screws for ADAS smart fuel vehicles, PHEVs and electric vehicles, and develop new business opportunities.

(5) Increase cooperation with system integrators to provide customers with solutions and after-sales service.

(6) Continue to promote the Group's mechanical and electrical products and provide original services to customers.

(7) Promote smart products with predictive functions and create value for customers.

ii. Market, Production and Sales Status

(i)Market Analysis

1. Sales Regions of Major Commodities:

HIWIN product sales operations are mainly operating in four regions, Taiwan, Germany, Japan and the United States, and are classified according to operating locations as follows:

Unit: NTD Thousands

Unit: NTD Thousands
Operation Sites of Business Units 2021 2020
Taiwan NT$ 13,696,690 NT$ 11,875,478
Germany NT$ 4,867,335 NT$ 3,099,527
China NT$ 3,807,965 NT$ 2,739,620
Japan NT$ 1,205,334 NT$ 783,389
U.S.A. NT$ 1,185,939 NT$ 1,020,183
Others NT$ 2,501,899 NT$ 1,748,462
Total NT$ 27,265,162 NT$ 21,266,659

2. Future Market Supply, Demand and Growth:

As for the development of the global economy in 2022, major institutions have predicted that the recovery and growth will continue, but momentum will be slower than that of 2021. The Schroeder Institute believes that the initial acceleration period of economic recovery from the severe impact of COVID-19 has ended, and we are in a new economic cycle. Supply chain shortages and rising inflation will become key factors in the direction of global economic development. The World Economic Outlook (WEO) released by the International Monetary Fund (IMF) in October 2021, revised the projected global economic growth for 2022 down to 4.9%. The Organization for Economic Cooperation and Development (OECD) issued a "Global Economic Outlook" warning in December 2021. Global inflation may rise at a higher rate than expected, and last longer. In terms of the growth of the world's major economies, the war between Russia and Ukraine will affect the global supply of raw materials and energy policies. In addition, the United States will experience pressures due to the outbreak of variants of the COVID-19 virus, inflation, and shortages in the labor force. If the war between Russia

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and Ukraine can be resolved as soon as possible, economic growth for 2022 is expected to remain strong. On the other hand, Mainland China has implemented very strict anti-epidemic policies and has continued to exercise controls on the information technology industry, slowing down economic growth post-pandemic. As a result, the IMF predicts that China’s economic growth will drop to 5.6% in 2022.

Because emerging economies are still living under the threat of the pandemic and vaccination rates remain low, issues regarding global supply chain disruption cannot be resolved in the short term. Shipping congestion, rising freight costs, and material shortages have resulted in the insufficient supply of semiconductor chips worldwide. This has adversely impacted the information and communication industry and automobile industry in terms of applications. There are many uncertainties in the development of the global economy in 2022 due to shortages in raw materials and labor, and the issue of prices rising caused by increases in the price of energy. The Regional Comprehensive Economic Partnership (RCEP), which came into effect on January 1, 2022, provides some stable expectations to an unstable world environment. RCEP is the largest free trade area in the world and approximately 30% of the world's economies are participants. Among them, the cumulation of rules of origin, the simplification of customs procedures, the promotion of trade facilitation, and the ultimate goal of zero tariffs will help promote the development of regional economies and increase trade levels. It also marks a new milestone in Mainland China's opening to the outside world. This will enhance the stability and resilience of the global industrial chain and supply chain.

From the perspective of demand, semiconductor production equipment will continue to record strong levels of demand due to the development of new technologies such as 5G, AI, smart vehicles, and electric vehicles. This is supplemented with the independent pace of the Mainland Chinese semiconductor industry that is strongly supported by the local government. In addition, the industries of biotechnological medicine, telehealth, and precision medicine will continue to flourish, and more large-scale technology companies are expected to invest. This is due to the continuous growth in the demand for precision medical testing equipment because the pandemic is still raging worldwide. Manufacturing and supply chain productivity can gradually recover in the post-pandemic period, but labor shortages will become a big problem. In response to relating issues, smart automated production combining AI and robots is predicted to become a key alternative solution. The demand for machine tools will rebound significantly due to the economic recovery of major consumer markets and the rapid growth of the electric vehicle market.

On the supply side, with recent trends in short-chain and decentralized manufacturing, various industries have invested in localized production plans in Eastern Europe and Southeast Asia. These include, but are not limited to, industries dealing with semiconductors, 5G, ADAS smart fuel vehicles, and electric vehicle-related industry chains. The new high-end product that HIWIN will mainly promote will be the torque rotary table. The company plans to expand from Japan, Germany and other leading machine tool manufacturers to the rest of the world, with the goal of providing customers with upgraded products. In addition, HIWIN will comprehensively promote the group's electromechanical integration products and provide optimized and total solutions to the semiconductor, electronics, and automotive industries. This will allow customers to enjoy improvements in overall production efficiency and accuracy, and the added value from these improvements can be maximized. In response to the large demand for automation, HIWIN's multi-axis robots will also be designed with modules to expand to industries working in semiconductors, PCB, medicine, food, machine tools, and welding. It is estimated that high-end new products and industry 4.0 trend products will experience substantial growth in 2022. We will respond to this new wave of supply and demand by marketing full products, electromechanical integration, packaged shipments, and overall solutions. In addition, the strong demand in the market for the torque motor rotary table, wafer robot/wafer system, and other industrial robots will also play key roles in allowing HIWIN's revenue to enjoy continuous growth.

3.Competitive Niche:

  • (1)The group's electromechanical integration products are complete, providing total solutions for Industry 4.0 and smart manufacturing.

  • (2)Leader in precision technology, products made for the medium high-end market, little homogeneous competition

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(3)Systems product component self-produce ratio is high, costs and quality are competitive

(4)Global layout balanced, diversifying regional economic fluctuation risks

4.Advantages and Disadvantages of Development Prospects and the Solutions:

(1)Advantages :

  • (1-1) Key technologies are deployed as soon as possible, and technologies are firmly rooted in their destinations.

  • (1-2) Having an innovative product portfolio and value-added services; with these, the company becomes partners with customers in helping them achieve industrial upgrades

(1-3) Innovative technologies can guide development with influence from the industry.

  • (1-4) The global channel provides a fast feedback system, and the company can understand and grasp market dynamics in advance.

  • (1-5) The global access network is in line with localized supply in the post-epidemic era.

  • (1-6) Under the trend of Industry 4.0, the demand for smart manufacturing will continue to grow.

(1-7) There are new demands for electric vehicles and smart fuel vehicles.

(2)Disadvantages :

  • (2-1) Straight-line products have gradually become a Red Sea market, and the number of low-cost competitors has increased.

  • (2-2) New product capacity is still insufficient.

  • (2-3) System integration partners who provide system services are difficult to find.

  • (2-4) Post-epidemic economic uncertainty is high, and industrial investment attitudes remain conservative.

(2-5) It is not easy to recruit talents with skills in intelligent system information.

  • (2-6) With subsidiaries all over the world, managers from Taiwan must have an international outlook and high cultural competence to assist the teams at subsidiaries abroad.

(3)Solutions :

  • (3-1) Provide differentiated services and create value with electromechanical integrated solutions.

  • (3-2) Build a new factory to expand the organization and production capacity of new products.

  • (3-3) Dynamically adjust the strategy the company uses to cooperate with system providers to attract partners with common goals and create greater value.

  • (3-4) Increase the market detection density of the global local network and quickly adjust the local market strategy.

  • (3-5) Continue to engage in industry-university cooperation and cooperative projects across disciplines; develop new artificial intelligence technology; cultivate a pool of new talent that can integrate information software and system control.

  • (3-6) Put more efforts in the cultivation of talents, give mangers training in cultural competence, and optimize international communications.

(ii) Important Use and Manufacturing Process of Main Products

1. Primary Use of Products:

The drive control products manufactured by HIWIN Technologies are mainly applied to the semiconductor, photoelectric and testing equipment, automation equipment, biochemical and medical equipment, electronic industry, machine tool, solar energy, LED and industrial machinery, etc. The drive control products of the Company corresponds to the rising environmental awareness and the pursuit of high-quality life in the modern society; therefore, the more advanced the industry, the larger the demand.

2.Main Manufacturing Process:

  • (1) Ball Screw

Tapping →thermal treatment →thread-cutting →shoulder machining →external

diameter processing →precision shaping → test →assemble →inspect

  • (2) Linear Guideway

Thermal treatment→ drill hole→ precision forming→ inspect→ assemble →final inspection

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(iii) Supply of Main Raw Materials

Raw Material Country Supply Status
Steel Good
Taiwan
Steel Japan Good
Steel Germany Good
Steel South Korea Good

(iv) Customers with over 10% of gross purchase or gross sales in any year of the last 2 years:

  1. List of manufacturers with over 10% of gross purchase

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
2020 2021 First Quarter of 2022
Name Sum To
Net
Purch
ases
%
Relat
ionsh
ip
with
the
Issue
r
Name Sum To
Net
Pur
cha
ses
%
Relations
hip with
the Issuer
Name Sum To
Net
Purc
hase
s%
Relation
ship
with the
Issuer
No manufacturers that take
10% of total purchase
up more
amount
than No manufacturers that take up more
of total purchase amount
than 10%
A
customer
NT$492,479 16.4 None
Others NT$2,517,303 83.6
Net
Purchase
NT$ 8,022,474 100.0 Net
Purchase
NT$ 11,123,618 100
.0
Net
Purchase
NT$ 3,009,782 100.0

Cause of increase or decrease: Mainly affected by shipping deferred,the goods are concentrated on the arrival on 2022Q1.

2. List of customers with over 10% of gross sales

Unit: NTD Thousands

2020 2020 2021 2021 First Quarter First Quarter of 2022
Name Sum To Net
Sales%
Relations
hip with
the Issuer
Name Sum To Net
Sales%
Relationshi
p with the
Issuer
Name Sum To Net
Sales%

Relationshi
p with the
Issuer
B customer NT$ 3,965,792 18.6 None A customer
NT$ 3,571,837
13.1 A customer
NT$ 1,207,954
16.0 None
A
Customer
NT$ 2,568,011 12.1 None B
Customer
NT$ 3,279,988 12.0
Others NT$ 14,732,856 69.3 Others NT$ 20,413,337 74.9 Others NT$ 6,358,392 84.0
Net Sales NT$ 21,266,659 100.0 Net Sales NT$ 27,265,1
62
100.0 Net Sales NT$ 7,566,346 100.0

Cause of increase or decrease: Due to the booming semiconductor industry in 2021 and in the first quarter of 2022, customer A has more customers in the semiconductor industry, so its amount and proportion of sales increased in the current period; however, customer B’s customers are mostly large enterprises in the 5G and mobile phone industries. Due to delayed demand, the sales amount and proportion of customer B decreased.

113

(v) Production Quantity and Value of the Last 2 Years

Unit: NTD Thousand; Thousand

Unit: NTD Thousand; Thousand Unit: NTD Thousand; Thousand Unit: NTD Thousand; Thousand
Year
Quantity
Commodity
2020 2021
Capacity Production
Quantity
Production
Value
Capacity Production
Quantity
Production
Value
Ball Screw 2,750 1,598 NT$3,744,9
54
2,750 2,244 NT$6,110,024
Linear Guideway 33,100 26,711 NT$13,959,
264
33,500 29,759 NT$17,687,52
2

(vi) Sales Quantity and Value of the Last 2 Years

Unit: NTD Thousand; Thousand

Year
Quantity
Commoditys
2020 2021
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Ball Screw 136 NT$492,30
5
1,546 NT$3,44
9,947
232 NT$957,2
54
1,876 NT$4,782,6
81
Linear Guideway 483 NT$500,76
2
26,228 NT$13,4
58,642
834 NT$962,3
67
28,517 NT$16,482,
757
Others NT$388,63
4
NT$2,97
6,369
NT$475,6
42
NT$ NT$3,6
04,461
Total NT$1,381,
701
NT$19,8
84,958
NT$2,395,
263
NT$24,869,
899

iii. Employee Data of the Recent Two Years and Up to the Publication Date

Year Year 2020 2021 Current Year Until
March 31, 2022
Number of Employees
(Note)
Indirect Employees 2,482 2,445 2,383
Direct Employees 3,834 4,159 4,127
Total(people) 6,316 6,604 6,510
Mean Age (Note) 34.63 34.81 34.96
Average Length of Service (Note) 5.76 5.92 6.04
Education Background
(%)
Doctor 0.32 0.30 0.29
Master 10.50 10.54 10.48
Junior College 55.08 53.42 53.38
High School 31.06 32.28 32.47
Without A High School
Diploma
3.04 3.45 3.38

Note: Information of number of employees, mean age, average length of service and education background include that of subsidiaries

114

iv. Information Regarding Expenditure on Environmental Protection

Information of the Company’s environmental safety and health:

(i) Environmental safety and health management performance:

  1. Passed ISO 14001environmental management system verification in 1997.

  2. Plant I passed OHSAS 18001 Occupational Safety and Health Management System verification in 2002.

  3. Plant I passed Taiwan Occupational Safety and Health Management System (CNS15506) verification in 2008.

  4. Plant I was awarded Outstanding Unit with No Disasters in Working Hours (no disabling injuries for 7,593,510 hours) by Council of Labor Affairs, Executive Yuan in 2011.

  5. Passed BSI ISO14064-1 (Greenhouse Gas) external audit in 2012 and continue to conduct external audit every year.

  6. Ball Screw passed PAS 2050 (Product Carbon Footprint) external audit in 2012.

  7. The Operational Headquarters, Plant II, Tanzi Plant, Yunke Plant and Yunke Plant II passed TUV OHSAS 18001 and Occupational Safety and Health Management System (CNS15506) verification, and gained Performance Recognition of the Occupational Safety and Health Management System, Ministry of Labor, in 2013.

  8. The Operational Headquarters acquired Cleaner Production Evaluation System Certificate from Industrial Development Bureau, MOEA, in 2013.

  9. The Operational Headquarters passed TUV ISO 50001 energy management system verification in 2014.

  10. Yunke Plant II and Yunke Plant passed TUV ISO 50001 energy management system verification in 2015.

  11. The Operational Headquarters, Plant II, Tanzi Plant, Yunke Plant and Yunke Plant II passed annual certificate changing of TUV OHSAS 18001 and Occupational Safety and Health Management System (CNS15506).

  12. Plant I and Tanzi Plant passed TUV ISO 50001 in 2016.

  13. The operating headquarters and the Plant I passed ISO 14001: 2015 edition verification in 2017

  14. Yunke Plant II passed the TUV ISO 50001 energy management system evaluation in 2018

  15. Plant was awarded the Gold Medal of the Republic of China Industrial Safety and Health Association for the award of the Excellent Unit for Disaster-free Working Hours (accumulated 12,058,371 hours without disability injury) in 2018

  16. Received the Occupational Safety and Health Management System ISO 45001 International Standard Certification in 2019

  17. In 2019, ISO50001:2018 passed the verification of version transition.

  18. In 2020, the R16 ball screw and RGW45 linear slide have passed the ISO14067:2018 external verification.

  19. Passed ISO14046:2014 to organize external verification of water footprint in 2020. 20. 2021 ISO 14064-1:2018 Transition.

(ii) Air pollution control

  1. According to the stationary pollution source under environmental regulations, the Company has pollution prevention equipment and maintains them regularly to improve their stability and guarantee the exhaust meets regulatory requirements.

  2. The pollutant concentration is detected regularly and below the limits.

(iii) Water resource and waste water management:

  1. There is waste water treatment equipment in every plant, so waste water is treated and discharged into the sewage system after it meets the effluent standard.

  2. 2 . Each plant has applied for a water pollution prevention and control measure license in accordance with law, and regularly commissions a testing agency accredited by the Environmental Protection Agency to the factory to detect the wastewater discharge situation to effectively monitor the discharge water quality regularly. In 2021, the water quality of

115

suspended particulate SS discharged from Yunlin Science and Technology Park No. 2 Plant exceeded the monitoring standard, and the equipment could not operate effectively due to abnormalities found in it. The equipment was immediately repaired so that effective operation could be maintained on the same day. After reevaluation, the water quality was normal. Engineering and administrative management control mechanisms have been adopted in response.

  1. It carries out a drill according to the wastewater treatment procedure regularly every year to reduce the impact of improper wastewater treatment on the environment.

  2. To implement water resource management, the Department of Industrial Safety and Environmental Protection calculate tap water consumption monthly to confirm whether the water consumption is normal.

  3. For domestic sewage: HIWIN has set up a reclaimed water recycling system at its operational headquarters, the Taichung City Precision Machinery Innovation Technology Park No. 2 Plant, and No. 1 Factory, No. 2 Factory, and No. 3 Factory at Yunlin Science and Technology Park. The recovered domestic sewage is mostly used for the flushing of toilets and green plant irrigation. The waste water from Yunlin Science and Technology Park’s No. 2 and No. 3 Factories is treated and used for the process. There were 49,278 metric tons recovered in 2021, which was an increase of 16,487 metric tons from 32,791 metric tons in 2019.

(iv) Waste Management

  1. The types of HIWIN’s waste are general business waste and hazardous business waste, which are temporarily stored in the temporary waste storage area according to the type, and then commissioned by a cleaning agency approved by the Environmental Protection Agency for removal and transportation. In order to confirm whether there are leaks or other violations of environmental protection laws and regulations during the transportation and disposal, there were 2 violations in 2021, which have been counseled and improved. Subsequently, the company has formulated standard operating procedures to make improvements. The reasons for the violation are that the waste was stored in the open air and the ground was not covered with waterproof canvas. In addition, the top of the waste was not covered with rain-proof canvas, and the fixed pollution source inspection declaration was overdue. Lastly, the regular inspection was not carried out within the alloted time limit.

  2. Continue to implement waste reduction activities, and conduct education and training on waste disposal and resource recycling classification and regular on-the-job training when new personnel enter the factory, and conduct waste classification audits in various units. At the same time, the classification of various departments will be reported at the meeting to effectively implement the goal of waste classification and reduction. Education training will be 100% in 2021.

  3. The waste management of HIWIN Technologies adheres to the principle of recycling, in order to avoid the waste generated under the environmental impact and cannot be effectively treated; review the life cycle assessment of various raw materials, products, transportation, packaging, etc. Through source reduction measures to reduce waste output. In 2021, the goal of sludge drying and waste oil and water reduction was proposed, and a total of 224 metric tons of waste was reduced.

(v) Energy management and reduction

  • 1.Total losses (including compensation) and punishment, and future countermeasures (including improvement measures), and possible expenditures (including the estimated amount of losses, punishment and compensation due to failure to take countermeasures; those not able to be estimated reasonably should be stated clearly) in the last year and as of the publication date of the annual report: not applicable.

  • 2.The Operational Headquarters of HIWIN, Plant I, Plant II, TanZi Plant, Yunke Plant carried out and built ISO 50001 energy management system in 2014; by means of system implementation and energy audit, it managed energy use effectively, made energy management policies, advocated the energy saving policy and set reduction goals; after actual implementation and improvement in 2021, 326 million degrees and annual electricity costs of NT$9.60 million were saved and 1,639 tons of CO2e emissions were reduced.

116

Plant Reduction plan Annual
energy
reduced
(degrees)
Annual
savings (NT$ ten thousands)
Reduction of
carbon (metric
tons of CO2e)
Operation
Headquarters
Ice machine condenser
maintenance & cooling
effect
71,207 21
36
Operation
Headquarters
Ice water system interlock
control
50,758 15
25
Operation
Headquarters
Air pressure leak repair and
energy saving plan
370,613 109
186
JK Plant 2 Adjustment of the set
pressure of the air
compressor during
processing
89,961 26 45
JK Plant 2 Improve the heat dissipation
efficiency of air
conditioning systems and
cooling towers
27,638 8 14
JK Plant 2 Air pressure leak repair and
energy saving plan
324,125 95 163
Gong Plant 2 Adjustment of the air
compressor operation mode
152,409 45 77
Gong Plant 2 Improve cooling tower
cooling effect
108,655 32 55
Gong Plant 2 Air pressure leak repair and
energy saving plan
104,140 31 52
Yunke Plant
Plant 1
Adjustment of the main
machine of the air
compressor system
49,275 14 25
Yunke Plant
Plant 1
Air pressure leak repair and
energy saving plan
569,402 167 286
Yunke Plant
Plant 2
Air pressure leak repair and
energy saving plan
142,866 42 72
Yunke Plant
Plant 3
Adjustment of the running
sequence of the main ice
water machine
182,363 54 92
Dapumei
Plant 1
Air pressure leak repair and
energy saving plan
595,699 175 299
Dapumei
Plant 1
Adjustment of the air
supply pressure of the air
compressor system
333,522 98 167
Dapumei
Plant 3
Set a reasonable contract
capacity
12,838 4 6
Dapumei
Plant 3
Air pressure leak repair and
energy saving plan
78,728 23 40
Total 3,264,199 960 1,639

117

  1. Energy-saving improvement target: HIWIN estimates that another 24 energy reduction plans will be implemented in 2022, which can save 5.85 million kilowatt-hours of electricity, save about NT$ 17.21 million in electricity bills, and achieve a direct carbon reduction of 2,939 metric tons of CO2-e.

v. Labor Relations

(i) Employee welfare measures, further education, trainings, retirement system and implementation, labor agreement and employee equity protection measures:

HIWIN pays great attention to employees; to pursue sustainable operation, create safe, clean and high quality working environment and make employees enjoy work, it joins hands with Taiwan’s industry and commerce to promote “Happy Enterprise”, paying attention to the balance between employees’ work and life, reference has been made to international human rights conventions to formulate and expose safeguarding human rights policies. It provides employees with a development platform, cultivates talents positively and offers a good salary and welfare; to make employees have a sound mind and body, it holds activities irregularly, such as mountain climbing and hiking, and holds sports meetings regularly and provides professional health consultation by inviting doctors to plants. It provides employees with diverse communication channels, such as labor meetings, departmental meetings, monthly meetings, opinion boxes and special lines, to listen to their opinions so as to promote harmony between employees and the employer.

Since it’s founded, it has listed the employees as the biggest asset, which can show its emphasis on talents; it employs employees fairly and openly, implements gender equality and treats employees equally, regardless of their gender, religion, race, nationality or political party; it respects every talent, and employs the disabled actively to care for them and fulfill corporate social responsibility. To net talents, it provides Research and Development Substitute Services, cooperates with universities and colleges, has internship programs, performs industry-university collaboration and provides opportunities to visit the enterprise.

  1. Employee welfare measures:

  2. (1) Taiwan Parent Company

Through the welfare policy: insurance/health care, comprehensive care for the insurance plan of the colleagues, meal subsidies, new home benefits, wedding and funeral subsidies, babysitting subsidies, staff quarters and employee compensation, etc., each employee of HIWIN Technologies can be fully cared for, and the employees and family members have a better quality of life, and become an important pillar and backing for supporting HIWIN employees. HIWIN Technologies provides a comprehensive welfare system as follows:

Welfare System Items
Insurance/Medical Care Group insurance, regular health examination
Insurance plan employees’
that ensures comprehensive
care
In accordance with the law, every employee is insured with labor insurance and
universal health insurance, so that colleagues can be fully protected. In addition,
in order to ensure the living security of employees and their families, it also
increases group insurance for employees, employees, and other medical care,
accidents, and major illnesses.
Epidemic prevention leave Due to covid-19,give the paid isolation leave for foreign business travelers,and
the epidemic prevention leave does not affect full attendance for the employees
in need.

118

Meal subsidy In order to develop and motivate employees and team skills, the company gives
the department a “meal subsidy” every quarter, so that colleagues can arrange
group dinners or entertainment, and relax and get closer to each other.
Wedding and funeral
allowance
In order to improve the well-being of employees, colleagues will be entitled to a
wedding payment ranging from NT$ 3,600 – NT$ 60,000 based on seniority. If
the person or the family unfortunately passes away, there will be a concession
of NT$ 31,000 – NT$ 110,000.
Babysitting allowance A baby allowance of NT$5,000/month (for a period of 3 years) per child is
given to encourage employees to give birth. Originally for 2 years, it will be
extended to 3 years from October 1, 2017.
Employee dormitory Considering the accommodation expenses and safety issues of foreign
employees, HIWIN Technology provides low-cost and well-established safety
management system for staff quarters, and implements care and care, so that
colleagues can live with peace of mind, enhance interpersonal interaction and
save money.
Employee compensation If the company makes a profit in the year, it will pay the employee bonus of
10% or less, but not less than 1%, and distribute the employees' compensation
to enable the employers and employees to share the operating results.
Others Staff restaurants, staff parking, free overtime meals and snacks, wedding and
funeral allowances, travel grants, three coupons, birthday vouchers, special
store discounts, sports prizes, massage services, etc.

In order to improve Taiwan's fertility rate and economic development considerations, HIWIN began promoting the "nursing-in-child subsidy" policy in 2012, employees will be able to receive NT$5,000 per month for three consecutive years, regardless of gender (up to NT$180,000 in 3 years). In addition to the value of work, employees can also build a happy family and fulfill their responsibilities. (2) Subsidiaries

  - ➢ It carries out employee welfare measures according to local laws and the labor market condition, and hands out performance bonuses based on the business conditions of its subsidiaries.
  1. Refresher courses and trainings:

  2. (1) Taiwan Parent Company

    • ➢ Excellent talents are the cornerstone of the sustainable operation of an enterprise; to improve employees ’ability and quality and maintain the longterm competitive edge, the Company’s chairman, general managers and senior managers act as the internal lecturers, spending tens of thousands of funding on employee educational training annually for the past five years, maintaining the average training expense at over NTD 2,000 per person, assuring every employee of the opportunity to receive training.

    • ➢ The company has a complete training system, including new employee training, core competency training, professional competency training, management competency training and external training, etc. Employees can be trained properly through classroom training, on-the-job training, external training, reading party, lecture, further education, job rotation and project appointment; the training content and methods are diverse and rich.

    • ➢ For colleagues who want to continue education to take their degrees, it provides tuition subsidy schemes. It has cooperated with schools to open two-year junior college/technical college for colleagues to further their education.

  3. (2) Subsidiaries

    • ➢ Each subsidiary provides new employee training, core competency training and professional competency training, and gives colleagues opportunities to further their education depending on the situation.

119

3.Retirement system:

HIWIN has a sound financial system, and establishes pension plans and retirement programs and allocates stable pension and payments according to Labor Standard Laws and Labor Pension Act. It commissions an actuary to provide pension reports regularly so as to ensure the pension balance and guarantee colleagues will be pensionable in the future.

  • (1) Taiwan Parent Company

  • ➢ According to Labor Standard Laws and Labor Pension Act, it has established defined- benefit and defined-contribution pension plans and retirement programs. As for the former, it allocates 2% of the employee’s gross salary every month as the pension fund, which is saved in the special account in Bank of Taiwan in the name of Supervisory Committee of Workers ’Retirement Fund; as to the latter, it allocates 6% of the employee ’s gross salary every month as the pension fund, which is saved in the individual account in Bureau of Labor Insurance.

➢ Retirement system and implementation:

Pension System Old New
Applicable law Labor Standards Law Labor Pension Statutes
Distribution
Method
2% of the employee's monthly salary,
deposited in the name of the company
into a Bank of Taiwan account
6% of the employee insurance level is
paid to the individual account of the
Labor Insurance Bureau
Amount Labor Retirement Reserves amounted to
NT$ 154,497,000 as of the end of
December, 2021
New pensions of NT$ 165,878,000
in 2021

(2) Subsidiaries

  - ➢ Each subsidiary implements pension rules according to local laws.
  1. Labor agreement and employee equity protection measures

  2. ➢ HIWIN Technologies and its subsidiaries always attaches importance to employee benefits; labor problems are solved through two-way communications; they convene labor meetings regularly to coordinate labor relations, promote employeeemployer cooperation and working conditions and plan labor welfare, so the labor relation has been harmonious since the factories were opened and no major labor dispute has occurred.

  3. ➢ In addition to insured group insurance, the company occasionally organizes environmental and safety lectures and occupational safety and health courses, and regularly publishes environmental, health and safety electronic newspapers to protect the personal safety of colleagues and handle them in an emergency.

(ii) Losses Caused by Labor Disputes in the Last Year and as of the Publication Date of the Annual Report:

  • HIWIN Technologies (including the parent company and its subsidiaries) has a harmonious relationship between employers and employees, and there are no major losses arising from labor disputes and labor disputes.

(iii) Any establishment on employee behavior or code of ethics?

  • HIWIN Technologies has working rules to regulate the working hours, rewards and punishments, promotion and welfare measures of colleagues

120

vi. Important Contracts

April 30th, 2021

Nature of Contract Party Duration Content Restrictions
Contract of Factory Lease William Tools Co., Ltd. 2014.11.16-2024.11.15 Factory Lease None
Wei-Chen Co., Ltd. 2020.08.01-2022.07.31 Factory Lease None
UDIFA Co., Ltd. 2022.01.01-2023.12.31 Factory Lease None

Yunlin Technology-based
Industrial
Park
Service
Center


2016.12.19-2036.12.18
Land Lease None
Hsieh Cheng Co., Ltd. 2020.09.16-2027.07.31 Factory Lease None
Long-Term Loan Bank of Taiwan 2011.06.16-2026.06.16 Secured Loan None
Bank of Taiwan 2011.12.28-2026.12.28 Secured Loan None
Bank of Taiwan 2012.08.22-2027.08.22 Secured Loan None
Bank of Taiwan 2013.10.30-2028.10.30 Secured Loan None
Bank of Taiwan 2014.06.20-2029.06.20 Secured Loan None
Bank of Taiwan 2014.07.21-2029.07.21 Secured Loan None
Bank of Taiwan 2014.07.30-2029.07.30 Secured Loan None
Bank of Taiwan 2015.05.04-2022.05.04 Secured Loan None
Bank of Taiwan 2015.05.04-2030.05.04 Secured Loan None
Bank of Taiwan 2016.11.21-2031.11.21 Secured Loan None
Bank of Taiwan 2016.11.21-2023.11.21 Secured Loan None
Bank of Taiwan 2016.02.04-2031.02.04 Secured Loan None
Bank of Taiwan 2019.02.21-2026.02.21 Secured Loan None
Bank of Taiwan 2019.02.21-2034.02.21 Secured Loan None
Bank of Taiwan 2020.05.06-2027.04.15 Secured Loan None
Bank of Taiwan 2020.04.21-2030.04.15 Secured Loan None
Bank of Taiwan 2020.04.21-2027.04.15 Secured Loan None
Changhua Bank 2020.05.26-2027.05.15 Secured Loan None
Changhua Bank 2020.03.26-2030.0326 Secured Loan None
Changhua Bank 2020.03.26-2035.03.26 Secured Loan None
China Export and Import
2020.04.30-2027.04.15
Secured Loan None
土地銀行 2021.02.04-2026.02.04 Secured Loan None
KGI Bank 2021.02.01-2023.02.01 Credit Loan None

121

VI. Financial Overview

i. Condensed Balance Sheets and Statements of Income for the Past Five Years

  • (i)Condensed Balance Sheet-International Financial Reporting Standards (Consolidated)

[Unit: NT$ Thousands ]

Year
Item
Year
Item
2017 2018 2019 2020 2021 Till
2022/3/31
Financial
Information
Liquid Assets NT$ 13,111,622 NT$ 18,454,284 NT$ 14,847,455 NT$ 15,609,183 NT$ 18,553,372 NT$ 20,365,157
Immovable Property, Plant
and Equipment

NT$ 21,303,831

NT$ 25,226,895

NT$ 28,279,428

NT$ 27,864,527

NT$ 27,354,252
NT$ 27,385,748
Intangible Assets
NT$ 177,915

NT$ 256,163

NT$ 256,163

NT$ 256,163

NT$ 256,163
NT$ 256,163
Other Assets NT$ 2,980,190 NT$ 4,955,500 NT$ 4,948,810 NT$ 4,307,909 NT$ 4,868,032 NT$ 4,707,085
Total Assets
NT$ 37,573,558

NT$ 48,892,842

NT$ 48,331,856

NT$ 48,037,782

NT$ 51,031,819
NT$ 52,714,153
Liquid
Liabilities
Before Distribution
NT$ 13,318,739

NT$ 17,638,899

NT$ 15,622,870

NT$ 12,451,
303

NT$ 13,852,
541
NT$ 15,902,158
After Distribution
NT$ 14,299,290

NT$ 19,742,833

NT$ 16,180,112
NT$ 13,113,036 Note 2 Not Applicable
Non-Liquid Liabilities
NT$ 7,654,970

NT$ 6,815,543

NT$ 9,054,509

NT$ 8,197,085
NT$ 6,712,163 NT$ 6,558,647
Total
Liabilities
Before Distribution
NT$ 20,973,709

NT$ 24,454,442

NT$ 24,677,379

NT$ 20,648,388

NT$ 20,564,704
NT$ 22,460,805
After Distribution
NT$ 21,954,260

NT$ 26,558,376

NT$ 25,234,621

NT$ 21,310,121

Note 2
Not Applicable
Equity Attributable to the Parent Company
NT$ 16,293,096

NT$ 24,180,459

23,743,253

27,562,128
30,280,285 NT$ 30,099,494
Capital Stock
NT$ 2,801,573

NT$ 3,005,620
NT$ 3,095,789 NT$ 3,308,663 NT$ 3,407,923 NT$ 3,407,923
Capital Reserve
NT$ 308,630

NT$ 3,236,274

NT$ 3,236,274

NT$ 5,600,568

NT$ 5,516,470
NT$ 5,516,470
Retained
Earnings
Before Distribution NT$ 13,433,833
NT$ 17,563,425

NT$ 17,116,355

NT$ 18,256,261

NT$ 20,680,752
NT$ 20,514,350
After Distribution
NT$ 12,453,282

NT$ 15,459,491

NT$ 16,559,113

NT$ 17,594,528

Note 2
Not Applicable
Other Equities
(NT$ 250,940)

NT$ 375,140

NT$ 294,835

NT$ 396,636
NT$ 675,140 NT$ 660,751
Non-Controlling Equities
NT$ 306,753
NT$ 257,941 (NT$ 88,776) (NT$ 172,734) NT$ 186,830 NT$ 153,854
Total Before Distribution NT$ 16,599,849 NT$ 24,438,400 NT$ 23,654,477
NT$ 27,389,394
NT$ 30,467,115 NT$ 30,253,348
Equity After Distribution
NT$ 15,619,298

NT$ 22,334,466

NT$ 23,097,235

NT$ 26,727,661

Note 2
Not Applicable

Note 1: The consolidated balance sheet is based on International Financial Reporting Standards and audited and certified by accountants. Note 2: The 2021 dividend distribution case was approved by the board of directors on February 25, 2022, but it has not yet been approved by the shareholders meeting.

(ii) Condensed Balance Sheet-International Financial Reporting Standards (Individual)

Unit: NT$ Thousands

Year
Item
2017 2018 2019 2020 2021
Liquid Assets NT$ 10,043,806 NT$ 14,812,932 NT$ 11,161,567 NT$ 11,602,773 NT$ 13,634,036
Immovable Property, Plant and
Equipment
NT$ 16,833,733 NT$ 20,804,336 NT$ 22,336,826 NT$ 21,629,762 NT$ 21,339,966

122

Intangible Assets Intangible Assets - - - - -
Other Assets NT$ 6,249,042 NT$ 8,610,485 NT$ 8,495,812 NT$ 8,581,402 NT$ 8,995,177
Total Assets NT$ 33,126,581 NT$ 44,227,753 NT$ 41,994,205 NT$ 41,813,937 NT$ 43,969,179
Liquid
Liabilities
Before
Distribution
NT$ 10,466,752 NT$ 14,381,950 NT$ 10,998,741 NT$ 7,571,678 NT$ 9,009,642
After
Distribution
NT$ 11,447,303 NT$ 16,485,884 NT$ 11,555,983 NT$ 8,233,411 Note 2
Non-Current Liabilities NT$ 6,366,733 NT$ 5,665,344 NT$ 7,252,211 NT$ 6,680,131 NT$ 4,679,252
Total
Liabilities
Before
Distribution
NT$ 16,833,485 NT$ 20,047,294 NT$ 18,250,952 NT$ 14,251,809 NT$ 13,688,894
After
Distribution
NT$ 17,814,036 NT$ 22,151,228 NT$ 18,808,194 NT$ 14,912,542 Note 2
Equity Attributable to Owners
of the Parent
N/A N/A N/A N/A N/A
Capital Stock NT$ 2,801,573 NT$ 3,005,620 NT$ 3,095,789 NT$ 3,308,663 NT$ 3,407,923
Capital Reserve NT$ 308,630 NT$ 3,236,274 NT$ 3,236,274 NT$ 5,600,568 NT$ 5,516,470
Retained
earnings
Before
Distribution
NT$ 13,433,833 NT$ 17,563,425 NT$ 17,116,355 NT$ 18,256,261 NT$ 20,680,752
After
Distribution
NT$ 12,453,282 NT$ 15,459,491 NT$ 16,559,113 NT$ 17,594,528 Note 2
Other Equities (NT$ 250,940) NT$ 375,140 NT$ 294,835 NT$ 396,636 NT$ 675,140
Non-Controlling Equities N/A N/A N/A N/A N/A
l i Before
Distribution
NT$ 16,293,096 NT$ 24,180,459 NT$ 23,743,253 NT$ 27,562,128 NT$ 30,280,285
Tota Equty After
Distribution
NT$ 15,312,545 NT$ 22,076,525 NT$ 23,186,011 NT$ 26,900,395 Note 2

Note 1: The individual balance sheet is based on International Financial Reporting Standards and audited and certified by accountants

Note 2: The 2021 dividend distribution case was approved by the board of directors on February 25, 2022, but it has not yet been approved by the shareholders meeting.

(iii) Condensed Consolidated Income Statement -International Financial Reporting Standards (Consolidated)

Unit: NT$ Thousands

Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands
Year
Item
2017 2018 2019 2020 2021 Till
2022/3/31
Financial
Information
Operating Revenue NT$ 21,164,764 NT$ 29,333,129 NT$ 20,209,798 NT$ 21,266,659 NT$ 27,265,162 NT$ 7,566,346
Operating Margin NT$ 7,582,638 NT$ 11,629,580 NT$ 6,775,015 NT$ 5,790,407 NT$ 9,815,408 NT$ 2,771,787
NT$ 1,558,905
Operating Profit and Loss NT$ 3,345,101 NT$ 6,419,195 NT$ 2,400,890 NT$ 1,732,474 NT$ 5,114,593

123

Non-Operating
Income
and
Expenses
(NT$ 532,966) (NT$ 323,235) (NT$ 191,041) NT$ 570,997 (NT$ 639,773) NT$ 197,970
Net Profit Before Tax NT$ 2,812,135 NT$ 6,095,960 NT$ 2,209,849 NT$ 2,303,471 NT$ 4,474,820 NT$ 1,756,875
Net Profit of the Term NT$ 2,251,520 NT$ 4,890,423 NT$ 1,640,877 NT$ 1,698,779 NT$ 3,154,693 NT$ 1,334,067
Other Consolidated Profit and
Loss of the Term (Net of Tax)
(NT$ 30,303) NT$ 483,704 (NT$ 34,226) NT$ 93,724 NT$ 281,444 (NT$ 14,269)
Total Consolidated Profit and
Loss of the Term
NT$ 2,221,217 NT$ 5,374,127 NT$ 1,606,651 NT$ 1,792,503 NT$ 3,436,137 NT$ 1,319,798
Net Profits Attributable to Owners
of the Parent Company
NT$ 2,738,019 NT$ 5,392,257 NT$ 1,865,316 NT$ 1,929,730 NT$ 3,532,230 NT$ 1,367,163
Net Profit Attributable to Non-
Controlling Equities
(NT$ 486,499) (NT$ 501,834) (NT$ 224,439) (NT$ 230,951) (NT$ 377,537) (NT$ 33,096)
Total Consolidated Profit and Loss
Attributable to Owners of the
Parent Company
NT$ 2,709,808 NT$ 5,878,542 NT$ 1,827,643 NT$ 2,017,501 NT$ 3,814,946 NT$ 1,352,774
Total Consolidated Profit and Loss
Attributable to Non-Controlling
Equities
(NT$ 488,591) (NT$ 504,415) (NT$ 220,992) (NT$ 224,998) (NT$ 378,809) (NT$ 32,976)
NT$ 4.01
Earnings per Share NT$ 8.94 NT$ 17.38 NT$ 5.85 NT$ 5.87 NT$ 10.36

Note: The consolidated income statement is based on International Financial Reporting Standards and audited and certified by accountants.

(iv) Condensed Consolidated Income Statement -International Financial Reporting Standards (Individual)

Unit: NT$ Thousands

Unit: NT$ Thousands
Year
Item
2017 2018 2019 2020 2021
Operating
Revenue
NT$ 17,053,792 NT$ 24,600,218 NT$ 14,831,319 NT$ 16,783,132 NT$ 23,005,899
Operating Margin NT$ 6,121,731 NT$ 9,427,810 NT$ 4,199,689 NT$ 3,849,949 NT$ 7,767,170
Operating Profit
and Loss
NT$ 3,852,729 NT$ 6,077,872 NT$ 2,918,580 NT$ 2,175,984 NT$ 4,702,018
Non-Operating
Income
and
Expenses
(NT$ 671,682) NT$ 212,726 (NT$ 593,695) NT$ 220,347 NT$ (170,632)
Net Profit Before
Tax
NT$ 3,181,047 NT$ 6,290,598 NT$ 2,324,885 NT$ 2,396,331 NT$ 4,531,386
Net Profit of the
Term
NT$ 2,738,019 NT$ 5,392,257 NT$ 1,865,316 NT$ 1,929,730 NT$ 3,532,230
Other
Consolidated
Profit and Loss of
the Term (Net of
Tax)
(NT$ 28,211) NT$ 486,285 (NT$ 37,673) NT$ 87,771 NT$ 282,716
NT$ 3,814,946
Total
Consolidated
Profit and Loss of
the Term
NT$ 2,709,808 NT$ 5,878,542 NT$ 1,827,643 NT$ 2,017,501

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Net
Profits
Attributable
to
Owners
of
the
Parent Company
N/A N/A N/A N/A N/A
Net
Profit
Attributable
to
Non-Controlling
Equities
N/A N/A N/A N/A N/A
Total
Consolidated
Profit and Loss
Attributable
to
Owners
of
the
Parent Company
N/A N/A N/A N/A N/A
Total
Consolidated
Profit and Loss
Attributable
to
Non-Controlling
Equities
N/A N/A N/A N/A N/A
NT$ 10.36
Earnings
per
Share
NT$ 8.94 NT$ 17.38 NT$ 5.85 NT$ 5.87

Note: The consolidated income statement is based on International Financial Reporting Standards and audited and certified by accountants.

(v) CPA Name and Audit Opinions of the Last 5 Years

Year CPA Name Audit Opinion
2017 Deloitte & Touche Yan,Hsiao-Fang, Tseng,Tung-Chun Unqualified Opinion
2018 Deloitte & Touche Yan,Hsiao-Fang, Tseng,Tung-Chun Unqualified Opinion
2019 Deloitte & Touche Tseng,Tung-Chun, Wu,Li-Tung Unqualified Opinion
2020 Deloitte & Touche Tseng,Tung-Chun, Wu,Li-Tung Unqualified Opinion
2021 Deloitte & Touche Wu,Li-Tung, Tseng,Tung-Chun Unqualified Opinion

ii. Financial Analyses for the Last Five Years

(i) International Financial Reporting Standards (Consolidated)

Item Year 2017 2018 2019 2020 2021 2022 until
March 31st
Financial
Structure
(%)
Liability-Asset Ratio 55.82 50.02 51.06 42.98 40.30
Ratio of Long-Term
Capital to Immovable
Property, Plant and
Equipment
113.85 123.89 115.66 120.47 135.92
Debt-
Paying
Ability
Liquidity Ratio (%) 98.44 104.62 95.04 125.36 133.93
Quick Ratio (%) 56.99 53.26 45.90 74.49 72.85
Interest Protection
Multiples
22.41 42.47 12.20 11.43 27.45
Operating
Ability
Receivables Turnover
Ratio
4.63 5.57 3.69 3.79 5.12
Average Collection
Period
79 66 99 96 71
Inventory Turnover
Ratio
2.48 2.29 1.51 2.00 2.11

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Payables Turnover Ratio 4.14 3.57 3.41 5.54 4.69
Inventory Conversion
Period
147 159 242 183 173
Immovable Property,
Plant and Equipment
Turnover Ratio
1.08 1.26 0.76 0.76 0.99
Total Assets Turnover
Ratio
0.60 0.68 0.42 0.44 0.55
Profitability Return on Assets (%) 6.69 11.59 3.71 3.91 6.65
Return on Equity (%) 14.34 23.83 6.82 6.93 11.30
Net Profit Before Tax to
Paid-up Capital Ratio
(%)
100.38 202.82 71.38 69.62 131.31
Net Profit Ratio (%) 10.64 16.67 8.12 7.99 11.57
Earnings per Share
(NT$)
8.94 17.38 5.85 5.87 10.36
Cash Flow
(%)
Cash Flow Ratio 49.30 29.20 8.92 42.18 58.91
Cash Flow Adequacy
Ratio (Note 1)
80.06 66.96 52.46 70.06 79.69
Cash Reinvestment
Ratio
25.26 13.34 (2.17) 13.19 20.17
Degree of
Leverage
Degree of Operating
Leverage
2.29 1.81 3.07 3.91 2.04
Degree of Financial
Leverage
1.04 1.02 1.09 1.15 1.03
Reasons why each financial ratio has changed by 20% in the last two years:

1. The increase in interest protection multiples, total assets turnover ratio, return on assets, return on equity, net profit before
tax to paid-up capital ratio, net profit ratio, and earnings per share was mainly due to the increase in sales volume and sound
operation this year and increase in the profit before tax.
2. The increase in the receivables turnover ratio and the decrease in the average collection were mainly due to the increase in
the amount of goods sold being larger than the increase in the average balance of accounts receivable.
3. The increase in immovable property, plant and equipment turnover ratio was mainly due to the good operation in the
current period and the increase in total equity.
4. The increase in various cash flow ratios was mainly due to the large amount of cash generated from operating activities in
the current year.
5. The decrease in operating leverage was mainly due to the increase in operating profit this year compared with the previous
period.

Note: The consolidated financial statement is based on International Financial Reporting Standards and audited and certified by accountants.

(ii) International Financial Reporting Standards (Individual)

Item Year 2017 2018 2019 2020 2021
Financial
Structure
(%)
Liability-Asset Ratio 50.82 45.33 43.46 34.08 31.13
Ratio of Long-Term Capital
to Immovable Property,
Plant and Equipment
134.61 143.46 138.76 158.31 163.82
Debt-Paying
Ability
Liquidity Ratio (%) 95.96 103.00 101.48 153.24 151.33
Quick Ratio (%) 62.67 61.10 55.69 103.86 98.64
Interest Protection Multiples 32.27 79.54 23.42 21.21 67.23
3.66
Operating Receivables Turnover Ratio 3.44 4.01 2.54 3.12

126

Ability Average Collection Period 106 91 144 117 100
Inventory Turnover Ratio 3.32 3.12 1.87 2.81 3.35
Payables Turnover Ratio 3.83 3.37 2.92 5.03 4.50
Inventory Conversion
Period
110 117 195 130 109
Immovable Property, Plant
and Equipment Turnover
Ratio
1.10 1.31 0.69 0.76 1.07
Total Assets Turnover Ratio 0.54 0.64 0.34 0.40 0.54
Profitability Return on Assets (%) 8.99 14.11 4.53 4.84 8.37
Return on Equity (%) 18.02 26.65 7.78 7.52 12.21

Net Profit Before Tax to
Paid-up Capital Ratio (%)
113.55 209.29 75.10 72.43 132.97
Net Profit Ratio (%) 16.06 21.92 12.58 11.50 15.35
Earnings per Share (NT$) 8.94 17.38 5.85 5.87 10.36
Cash Flow
(%)
Cash Flow Ratio 64.10 40.06 18.59 66.18 79.90
Cash Flow Adequacy Ratio
(Note 1)
89.06 78.49 67.51 84.70 92.64
Cash Reinvestment Ratio 27.67 16.02 (0.19) 13.10 18.70
Degree of
Leverage
Degree of Operating
Leverage
1.79 1.69 1.79 2.45 1.93
Degree of Financial
Leverage
1.03 1.01 1.04 1.06 1.01
Reasons why each financial ratio has changed by 20% in the last two years:
1. The increase in interest protection multiples, total assets turnover ratio, return on assets, return on equity, net profit before
tax to paid-up capital ratio, net profit ratio, and earnings per share was mainly due to the increase in sales volume and sound
operation this year and increase in the profit before tax.
2. The increase in immovable property, plant and equipment turnover ratio was mainly due to the good operation in the current
period and the increase in total equity.
3. The increase in various cash flow ratios was mainly due to the large amount of cash generated from operating activities in
the current year.
4. The decrease in the degree of operating leverage was mainly due to the increase in operating profit this year compared with
the previous period.

Note: The individual financial statement is based on International Financial Reporting Standards and audited and certified by accountants.

1. Financial Structure

  • (1) Debt Asset Ratio=Total Liabilities/Total Assets

  • (2) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/ Net Amount of Immovable Property, Plant and

Equipment

  1. Debt-Paying Ability

  2. (1) Liquid Ratio =Liquid Assets/Liquid Liabilities

  3. (2) Quick Ratio = (Liquid Assets-Inventory-Upfront Fees)/Liquid Liabilities

  4. (3) Interest Protection Multiples= Profit before Income Tax and Interest Expense / Interest Expense of This Period

  5. Operating Ability

  6. (1) Receivables (Including Receivables and Notes Receivable from Operating Activities) Turnover Ratio=Net Sales/Balance of Average Receivables of Each Period (Including Receivables and Notes Receivable from Operating Activities)

  7. (2) Average Collection Period =365/Receivables Turnover Ratio

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

127

(4) Payables (Including Payables and Notes Payable from Operating Activities) Turnover Ratio= Cost of Sales /Balance of Average Payables of Each Period (Including Payables and Notes Payable from Operating Activities)

  • (5) Inventory Conversion Period=365/Inventory Turnover Ratio

(6) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/Net amount of Immovable Property, Plant and Equipment

  • (7) Total Assets Turnover Ratio=Net Sales/Total Assets

  • Profitability

  • (1) Return on Assets= [Profit and Loss After Tax+ Interest Expense*(1-Tax Rate)]/Average Total Assets

  • (2) Return on Equity=Profit and Loss After Tax/Average Net Shareholders’ Equity

  • (3) Net Profit Ratio =Profit and Loss After Tax/Net Sales

  • (4) Earnings per Share= (Profit And Loss Attributable to the owners of the parent

company -Dividend on Preferred Stock)/Weighted Average Outstanding Shares

  1. Cash Flow

(1) Cash Flow Ratio= Cash Flow from Operating Activities /Liquid Liabilities

(2) Cash Flow Adequacy Ratio= Cash Flow from Operating Activities of the last 5 years/ (Capital Expenditure+ Inventory Increase +Cash Dividend) of the last 5 years

(3) Cash Reinvestment Ratio= (Cash Flow from Operating Activities -Cash Dividend)/ (Gross Amount of Immovable Property, Plant and Equipment + Permanent Investment +Other Non-liquid Assets+ Working Capital)

  1. Degree of Leverage

  2. (1) Degree of Operating Leverage= (Net Operating Revenue- Variable Operating Costs and Expenses)/Operating Profit

(2) Degree of Financial Leverage=Operating Profit/ (Operating Profit-Interest Expense)

128

iii. The Audit Committee’s Audit Report of the Financial Report for the Past Year

HIWIN Technologies Corp.

The Audit Committee’s Audit Report

We have checked the Financial Statements in 2021, Business Report and Earning Distribution Plan prepared by the Board of Directors. In our opinion, all statements and reports referred to above are prepared according to law. This report is submitted in accordance with Article 14.4 of Securities Exchange Act and Article 219 of the Company Act. For your review and approval.

HIWIN Technologies Co., Ltd.

==> picture [115 x 59] intentionally omitted <==

Audit Committee Convener: Chiang,Cheng-He

February 25, 2022

129

iv. The Financial Report and the Accountant’s Audit Report for the Past Year

Please refer to Appendix 1.

v. Consolidated Financial Statements Audited by CPA for the Past Year Please refer to Appendix 2.

vi. The Impacts of Any Financial Difficulties Encountered by the Company or Its Affiliates in the Past Year and up to the Annual none . Report Publication Date on the Company’ s Financial Status:

130

VII. Review and Analysis of Financial Status, Financial Performance, and Risk Management

i. Financial Status

(i) Financial Position Analysis

Unit: NTD Thousand

cial Status
Financial Position Analysis
Unit: NTD Thousand Unit: NTD Thousand
Year
Item
2020 2021 Difference
Sum
Liquid Assets 15,609,183 18,553,372 2,944,189 18.86
Fund and Investment 1,166,972 1,721,916 554,944 47.55
Immovable
Property,
Plant
and
Equipment
27,864,527 27,354,252 (510,275) (1.83)
Other Assets 3,397,100 3,402,279 5,179 0.15
Total Assets 48,037,782 51,031,819 2,994,037 6.23
Liquid Liabilities 12,451,303 13,852,541 1,401,238 11.25
Long-Term Liabilities 6,892,359 5,378,148 (1,514,211) (21.97)
Other Liabilities 1,304,726 1,334,015 29,289 2.24
Total Liabilities 20,648,388 20,564,704 (83,684) (0.41)
Equity Attributable to Owners of the
Parent Company
27,562,128 30,280,285 2,718,157 9.86
Equity 3,308,663 3,407,923 99,260 3.00
Capital Reserve 5,600,568 5,516,470 (84,098) (1.50)
Retained Earnings 18,256,261 20,680,752 2,424,491 13.28
Other Equities 396,636 675,140 278,504 70.22
Non-Controlling Equities (172,734) 186,830 359,564 (208.16)
Total Equity 27,389,394 30,467,115 3,077,721 11.24

Note: The consolidated financial statement is based on International Financial Reporting Standards and audited and certified by accountants.

(II) Analysis of changes in the increase or decrease ratio exceeding 20%:

  1. Long-term liabilities increase, mainly due to the purchase of land and equipment loans to banks

  2. The increase in other liabilities is mainly due to the fact that the lease assets are recorded in the right-of-use assets and lease liabilities at the same time in accordance with IFRS 16 from 2019

  3. Other equity decreased due to the decrease in the number of foreign currency exchange rate conversions

  4. Decreased non-controlling interests, mainly due to the increase in equity of subsidiaries acquired

131

ii. Financial Performance

(i) Operating Results Analysis

Unit: NTD Thousand

Year
Item
2020 2021 Increased
(Decreased)
Amount
Rate of
Change (%)
Net Operating Revenue 21,266,659 27,265,162 5,998,503 28.21
Operating Costs 15,476,252 17,449,754 1,973,502 12.75
Operating Margin 5,790,407 9,815,408
4,700,815
4,025,001 69.51
Operating Expenses 4,057,933 4,700,815 642,882 15.84
Operating Profit 1,732,474 5,114,593 3,382,119 195.22
Non-Operating Income and Expenses 570,997 (639,773) (1,210,770) (212.04)
Profit Before Tax 2,303,471 4,474,820 2,171,349 94.26
Income Tax Expense 604,692 1,320,127 715,435 118.31
Net Profit of This Year 1,698,779 3,154,693 1,455,914 85.70
Other Consolidated Profit and Loss of
the Term (Net of Tax)
93,724 281,444 187,720 200.29
Total Consolidated Profit and Loss of
the Term
1,792,503 3,436,137 1,643,634 91.69
Net Profits Attributable to Owners of
the Parent Company
1,929,730 3,532,230 1,602,500 83.04
Net
Profit
Attributable
to
Non-
Controlling Equities
(230,951) (377,537) (146,586) 63.47
Total Consolidated Profit and Loss
Attributable to Owners of the Parent
Company
2,017,501 3,814,946 1,797,445 89.09
Total Consolidated Profit and Loss
Attributable
to
Non-Controlling
Equities
(224,998) (378,809) (153,811) 68.36

Note: The consolidated financial statement is based on International Financial Reporting Standards and audited and certified by accountants.

(ii) Analysis for the Change over 20%:

  1. Operating revenue, operating margin, operating profit, profit before tax, net profit of this year, other comprehensive profit and loss for the current period, total comprehensive profit and loss for the current term, net profit attributable to owners of the parent company, total comprehensive profit and loss attributable to the owners of the parent company were due to the good operating conditions in the current period, and the increase in sales led to increases in gross profit and gross profit margin, which together resulted in an increase in items related to operating performance.

  2. Increase in non-operating expenses was mainly due to the provision of impairment losses in the current period.

  3. Net profit attributable to non-controlling equities and total comprehensive profit and loss attributable to non-controlling equities decreased mainly due to the increase in losses of subsidiaries with noncontrolling interests.

(iii) Possible Effects of Expected Sales Quantity and Its Basis on the Company’s Future Financial Business and the Company’s Countermove: Please refer to “Letter to Shareholders”.

132

iii. Cash Flow

(i) Liquidity Analysis of the Last 2 Years:

Year
Item
2020 2021 Increase (Decrease)
Percentage (%)
Cash Flow Ratio (%) 42.18 58.91 39.66
Cash Flow Adequacy Ratio (%) 68.19 79.69 13.52
Cash Reinvestment Ratio (%) 13.19 20.17 52.92
Analysis for the Change over 20%: Cash Flow Adequacy Ratio and Cash Reinvestment Ratio increased mainly because the
operating net cash flow of this year increased.

Note: The consolidated financial statement is based on International Financial Reporting Standards.

(ii) Improvement plan for insufficient liquidity: Not applicable.

(iii) Analysis of cash liquidity in the coming year: The company expects that the cash and cash inflows from operating activities on the books in the coming year should be able to cover investment activities and financing activities. No worries about cash liquidity in the coming year.

iv. Effects of Major Capital Expenditure on Financial Business of the Past Year

(i)Major Capital Expenditure and Capital Source

Unit: NT$ Thousands Unit: NT$ Thousands
Projects Actual or Expected Capital
Source
Actual or
Expected
Completion
Date
Total Capital
Required in
2021 and
2022
Actual Capital Expenditure in
2021 and Planned Capital
Expenditure in 2022
2021 2022
Building factories Own funds, financing 2022.12 2,873,267 1,043,267 1,830,000
Increasing
production
equipment
Own funds, financing 2022.12 2,684,620 1,214,620 1,470,000

(ii) Estimated Benefits

The capital expenditure is mainly for capacity expansion for future business growth and vertical integration of the manufacturing process so as to strengthen the quality, the elasticity of the delivery time and the optimum cost competitiveness continuously.

v. Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year

The re-investment strategy of HIWIN is to strengthen the all-round development of the group in products, processes, key technologies, marketing, and customer service. It is hoped that through re-investment, the company can replicate successful experiences in production and management. This is valuable in reducing production costs and serving nearby customers. The company can also use this to accelerate the deployment of our products worldwide.

In 2021, the German, U.S., Singapore, Chinese, Italian, Swiss subsidiaries, and Mega Fabs of HIWIN are all profitable. The Japanese subsidiary recorded losses in 2021 due to the continuous expansion of its business scale. This expansion has caused an increase in expenses related to personnel, management and sales; the profits of revenue growth have not yet been reflected in the short term. In recent years, the South Korean subsidiary's efforts to develop the market have gradually achieved results, but the subsidiary firm has not yet reached the economic scale we are looking for, so it also recorded losses in 2021. We hope that with the continuous expansion of the market, the recruitment of new talent, and a more complete product line, future business conditions will gradually improve.

133

Matrix Precision Co., Ltd. and MATRIX, a major British gear machine tool manufacturer, jointly engage in marketing and development. They work together to improve processing efficiency and automation to move towards smart manufacturing. Matrix Precision Co., Ltd. products are positioned in the mid-to-high-end market. Under the pretenses of not losing in the aspects of precision and quality to international manufacturers, the advantages of high cost performance are emphasized and separated from commercial general-purpose machines. In recent years, the sales channels in reaching out to emerging markets have seen initial benefits, and have brought in a portion of urgent orders and transfer orders.

Eterbright Solar Corporation is currently focusing on R&D and new product promotion. In terms of patents, it has obtained a number of solar roof tile product invention patents and design patents, and has also applied for multiple patents in the European Union. However, due to the impact of the COVID-19 pandemic, many international exhibitions have been suspended. This has caused there to be no profits recorded in 2021. Eterbright Solar Corporation will continue developing in terms of R&D, both professionally and continuously. The firm will improve efficiency and consider the quality of products in order to expand market outreach with building-integrated solar energy products and create new opportunities with leading advantages in related fields.

In other overseas markets where no subsidiaries have been established, the company will also assess whether it is necessary to establish a direct unit at a suitable location in the local area, and immediately support agents in each region or directly supply customers.

vi. Risk Analysis

  • (i) Risk Factors: analyze and evaluate the following items in the last year and as of the publication date of the annual report.

  • 1.Impact of interest rate, change in exchange rate and inflation on company profit and loss, the company’s countermeasures

  • (1) Interest Rate:

    • As of the date of publication of the annual report, HIWIN’s long-term and short-term borrowings can be used cyclically within the contract period as stipulated in the contract, under the precondition of improving the financial structure and reducing the risk of interest rate changes. The Company evaluates the bank lending rate regularly and compares it with the market rate; it keeps close contact with the bank to get a favorable rate, so the interest rate change has no major effects on it. Therefore, the change in interest rates did not have a significant impact on HIWIN.
  • (2) Exchange Rate:

    • Its revenue in 2021 mainly came from RMB, followed by Euros and US Dollars; its main raw materials and machinery equipment were paid for in dollars, euro and yen; it has been implementing foreign exchange risk management policies of “Assets and Liabilities Management” over the years and also used the forward foreign exchange contract to reduce the exchange rate risk produced by assets and liabilities. To cope with exchange rate change risk, it collects information regarding to exchange rate changes at any time to know and analyze the exchange movements, interact with the bank well and take proper countermeasures against exchange rate movement to avoid exchange rate risk.
  • (3) Inflation and Deflation:

    • The annual growth rate of Taiwan’s CPI for 2021 and 2022 announced by the Accounting Office is 1.96% and 1.93% respectively. Although the risks relating to inflation are predicted to increase, it is still within an acceptable range. HIWIN will continue to engage in the research and innovation of procurement strategies and processes to reduce various costs and increase profits through appropriate price increases. These plans are predicted to be sufficient in responding to changes in the environment and reducing the impact of inflation on the company.
  • 2.Policies of Engagement in High-Risk and High Leveraged Investment, Lending Funds to Other Parties, Endorsements and Guarantees and Derivatives Transaction, Main Causes for Profits or Losses and Future Countermeasures

134

  • (1)HIWIN has never been engaged in high-risk and high leveraged investment deals.

  • (2)As of the date of publication of the annual report, except for responding to the operating needs of the subsidiary, the funds were loaned to the subsidiary: except for HIWIN Japan, HIWIN Technologies did not loan the funds to others. At the end of 2021, the balance and the actual amount of expenditure are both NT$ 32,187,000 , the above-mentioned fund loan and others are handled in accordance with the provisions of the "Fund loan and others operating procedures" and approved by the board of directors

  • (3)HIWIN Technologies made endorsements and guarantees according to Procedures for Endorsements and Guarantees, which was also approved by the Board; the balance at the end of 2021 was NT$ 5,925,038,000. The actual amount of expenditure is NT$ 2,881,184,000; this endorsement and guarantee can effectively reduce subsidiaries ’capital increase demand for the parent company and is also beneficial to tax planning.

  • (4)HIWIN performs the financial derivatives transaction steadily and conservatively to avoid risks (using actual foreign exchange receipts and payments to avoid actual exchange rate fluctuation risk produced by purchases and sales), and hasn’t been engaged in speculative transaction.

  • 3.Future R&D Plan and Estimated R & D Costs

  • R&D costs of HIWIN (parent company and its subsidiaries) in 2021 were NT$ 1,058,892,000 , accounting for 4% of the revenue, NT$ 44,738,000 more or 4% increase compared to 2020’s NT$ 1,014,154,000. It’ll be engaged in R & D positively in the future to lay a solid foundation for a long-term development potential, developing new products such as reducers, medical robots and various multi-axis robots, and its key items of R&D are listed below:

Plan Title Current progress Important factors that decide the
success of future R&D
Next-generation intelligent
linear slide i4.0GW specification
expansion
In development It should be able to be
developed smoothly
Development of new series of
wafer robots
In development It should be able to be developed
smoothly
Development of a new
generation endoscope supporting
robotic arm (abdominal cavity)
In development It should be able to be developed
smoothly
Development of new generation
steering system ball screw
In development It should be able to be
developed smoothly
Expansion of the specifications
of the compound high-speed
turntable
In development It should be able to be
developed smoothly

HIWIN’s R&D costs in 2022 is estimated to be about NT$ 1,150,000,000 ~ NT$ 1,250,000,000 , up 10%~15% from the NT$ 1,058,892,000 in 2021; with the goal of R&D costs accounting for 10% of the revenue, its R&D marches towards Industry 4.0 and the future environmental, green and intelligent automation industry; besides meeting customer requirements, it will continue to integrate the manufacturing processes, reengineer the internal process and reduce costs to expand its competitive advantage in the marketplace.

  1. Effects of Changes in Major Policies and Laws at Home and Abroad on HIWIN’s Business and Finance and Its Countermeasures

The company is a professional maker of drive control and system products, which are key parts and also necessities in the economic development; Changes in major policies and laws at home and abroad have little effects on its business and finance and no such changes have affected its business and finance in the last year and as of the publication

135

date of the annual report. The Company’s management team always pays attention to changes in major policies and laws at home and abroad, know the development status and cope with market conditions change to reduce possible adverse effects in the future.

  1. Effects of Technology and Industry Changes on the Company’s Business and Finance and Its Countermeasures

The market risks in the post-pandemic era mainly stem from the continuous mutation of the COVID-19 virus. The recovery rates of developed countries have been stunted, and economic recovery in emerging countries is even slower due to low vaccination rates. Also, the uncertainty of the Chinese market has adverse effects on the supply chain. Increases in raw material prices due to disruptions in shipping and supply chains and concerns about inflation are risks that unfortunately cannot be resolved in the short term. Labor shortages and rising wages have become issues that all industries are facing, in addition to policies pretaining to carbon reduction that require rapid response. In consideration of risks regarding the environment, manufacturers must respond by changing materials, processes, and production methods. HIWIN integrates electromechanics into all products, and also provides various industries with smart automation. This allows HIWIN to satisfy urgent needs in labor-related matters and local manufacturing. HIWIN also advocates for green production and sustainable supply chain management in the hope of achieving zero net carbon emissions.

Stemming from the US-China trade war, with recent trends in short-chain and decentralized manufacturing, various industries have invested in localized production plans in Eastern Europe and Southeast Asia. These include, but are not limited to, industries dealing with semiconductors, 5G, ADAS smart fuel vehicles, and electric vehicle-related industry chains. Eastern Europe and Southeast Asia will play increasingly important roles in manufacturing value chains in the future. Due to recent trends in trying to achieve carbon neutrality and energy conservation in the global auto industry, all automobile companies are developing electric vehicles. These developments have resulted in a decrease in customers’ demand of products in HIWIN’s original fuel vehicle industry chain. However, thanks to the new transmission methods derived from the development of electric vehicles, there are new business opportunities in industries for battery peripherals and smart automation. HIWIN will strive to provide customers in these areas with more products and services required for achieving goals in environmental protection, energy saving, and smart manufacturing with high value added.

The purpose of the evolution of technology and industry is to provide a better well-being for mankind, and this is perfectly in line with HIWIN’s business philosophy. Therefore, HIWIN will continue to work hard in strengthening its R&D capabilities in order to continue the expansion of the outreach of products and their added value. This will allow HIWIN to better understand development trends in technology and industry in the longterm. The company will use this information to adjust its short-term, medium-term, and long-term development strategies and achieve HIWIN’s goal of sustainable operation.

  1. Effects of Corporate Image Change on Corporate Crisis Management and Its Countermeasures

HIWIN has been investing in sustainable development, public welfare, and

education activities for many years (please refer to the description of Section 3 and (5) for details). The company has won many awards over the years. For example, the equipment front end module (EFEM) won the 30th Taiwan Excellence Silver Award from the Ministry of Economic Affairs, the TSAA Taiwan Sustainability Award "Economic Development Award - Silver Award", and the "Social Inclusion Award - Silver Award". HIWIN also won the TCSA Taiwan Corporate Sustainability Award "Comprehensive Performance - Taiwan TOP 50 Sustainability" Corporate Award and “Corporate Sustainability Report-Platinum Award”. In addition, the company also received the British Standards Institute's (BSI) Award for Outstanding Sustainability and Resilience, TCSA's highest honor "Taiwan Top Ten Sustainability Model Enterprise Award", and "Taiwan Corporate Sustainability Report Platinum Award", "Innovation Growth Award

136

and Talent Development Award". These awards imply that the government and the outside world affirm the positive corporate image of HIWIN. If there is any situation that threatens to adversely affect the company's corporate image, the company's crisis response team will immediately take necessary countermeasures.

  1. Anticipated Benefits, Possible Risks and Countermeasures of Mergers As of the most recent year and the date of publication of the annual report, the

Company has not conducted any merger and acquisition activities.

  1. Anticipated Benefits, Possible Risks and Countermeasures of Plant Expansion Please refer to VII. iv of the annual report for plant expansion. HIWIN has been laying a solid foundation over the years, rich experience and good results in investing R&D and process improvement. In addition to continuing to extend the process forward to capture the source of raw materials and reduce the cost of material purchases, the continuous improvement of the process has been put into production in the most profitable way. Therefore, the efficiency of the expansion of the plant is expected to be significantly higher than that of the existing plant.

  2. Although the expansion of the plant requires capital investment, the developed product can also reduce the production cost in addition to meeting the scale, and it can also complete the product line of the company, to provide one-stop shopping for products such as customer components and sub-systems. The financial analysis also shows that in addition to increasing production capacity, the expansion of the plant can also reduce product costs and increase gross profit margin due to economies of scale. In summary, even if the economy temporarily declines, the company can flexibly control the production line and the configuration of each product's production capacity due to the advantages of key technologies. The risk of expanding the plant should be limited.

  3. Risks and Countermeasures of Centralized Purchases or Sales

In 2021 and 2020, there is no single vendor with a purchase of more than 10% of HIWIN, so there is no case of concentration of purchases. In 2021 and 2020, net sales of the largest individual customer accounted for 13.1% and 18.6% of net annual sales respectively. The reason for the higher increase in the sales ratio of the largest individual customer in 2021 is that customer A has more end customers that work in the semiconductor industry. Due to heightened demand in the semiconductor industry, the amount of customer A’s orders has increased. On the other hand, customer B’s end customers are mostly large-scale enterprises that work in the 5G and mobile phone industries. Due to recent delays in the demand for 5G and mobile phones, the customer B's orders have decreased overall. The end customers of customers A and B are distributed in a wide range of industries, and most of them are large enterprises. Because sales are not concentrated on any certain customer, there is no excessive concentration of sales, and risks related to this issue are limited. The Company closely observes and makes efforts to understand the status of its business operations. HIWIN evaluates and adjusts its credit conditions in a timely manner to make appropriate responses. Assessment risk should also be very limited.

  1. Effects of the Change of Management Right on the Company, Risks and Countermeasures HIWIN’s management right hasn’t changed in the last year and as of the publication date of the annual report.

  2. Litigation & Non-Litigation

  3. There have been no litigation & non-litigation cases as of the publication date of the annual report.

  4. Other Important Risks and Countermeasures

  5. There have been no such risks in the last year and as of the publication date of the annual report.

vii. Other Important Matters: None.

137

VIII. Special Disclosures

i. Information on Affiliates

(i) Organizational Structure of Affiliates HIWIN Healthcare Corp; 100% Shares Held

==> picture [495 x 113] intentionally omitted <==

Note: Enterprise Relationship Chart as of April 30th, 2022

(ii) Basic Information of Affiliates

Company Name Establishme
nt Date
Address Paid-in Capital
(Note)
Major Business or
Production Items
HIWIN Corporation,
U.S.A
19920915 12455 Jim Dhamer Drive,
Huntley, IL 60142, U.S.A
USD10,740,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
HIWIN GmbH 19930401 Brücklesbünd 2
D-77654 Offenburg,Germany
EUR5,635,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
HIWIN Corporation, Japan 19991101 3F, Sannomiya-Chuo Bldg.,4-2-20
Goko-dori, Chuo-ku,Kobe-
shi,Hyogo, 651-0087,Japan
JPY440,000,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
Eterbright Solar
Corporation
20101201 No. 442-1, Zhonghua Rd., Toufen
City, Miaoli County 351, Taiwan
NTD2,311,514,690 Research, development,
design, manufacture and
sale of solar cells,
electronic
components, generation
transmission, and power
distribution products, etc.
HIWIN S.R.L 20130329 Via Pitagora 4, 20861 Brugherio
(MB)
EUR8,500,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
HIWIN Singapore Pte. Ltd. 20130807 Block 203 Woodlands Avenue 9
#06-51 Woodlands Spectrum II
Singapore 738956
SGD5,000,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots

138

Company Name Establishme
nt Date
Address Paid-in Capital
(Note)
Major Business or
Production Items
HIWIN Corporation, South
Korea
20131008 125-25 Saneop-ro, 156beon-gil,
Gwonseon-gu, Suwon-si,
Gyeonggi-do 441-811, Korea
KRW8,800,000,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
HIWIN Corporation, China 20140408 No. 2, Xiazhuang Road, Suzhou
Industrial Park
CNY300,000,000 Manufacturing and sale
of Precision drive parts,
ball screws, linear
guideways and industrial
robots
HIWIN Healthcare Corp. 20150421 Portcullis TrustNet Chambers,
P.O. Box 1225, Apia, Samoa
USD100,000 Sale of medical robots
Matrix Precision Co., Ltd. 19940502 No. 1-1, Li Hsin 1st Rd., Hsinchu
Science Park, Hsinchu City
NTD684,525,000 Development, design,
manufacturing and sale of
high precision gear cutter
and gear lapping machine
tool
Matrix Suzhou 20190522 No. 2 Xiazhuang Road, Suzhou
Industrial Park
CNY2,000,000 Sales of precision gear
cutters and machine tools.
Matrix Machine Tool
(Coventry) Ltd.
20031021 Unit 4, Spitfire Close
Coventry Business Park
CV5 6UR
United Kingdom
GBP5,449,500 Design, manufacture and
sale of thread forming
machines
Manufacturing and sales
of precision transmission
parts, ball screws, linear
slides and industrial
robots.
HIWIN (Schweiz) GmbH 19990707 Eichwiesstrasse 20, 8645 Jona,
Switzerland
CHF300,000

Note: the base date of paid-in capital is April 30th, 2022; unit: dollar in each currency

(iii) Information of the Same Shareholders of Affiliates Deemed to Be Controlling Corporates and Subsidiary Corporates: None.

(vi) The Industries Covered by Business of Affiliates; If Business of Affiliates Is

Connected, State the Division of Work:

The industries covered by business of HIWIN’s affiliates are mainly “Drive Control and System Technology Products Manufacturing Service”, "Gear tools machine industry" and "Solar photovoltaic industry"; as a whole, the affiliates create the maximum comprehensive benefits through mutual support in technology, capacity, marketing and service, and provide customers with “Global Innovative Value-Added Service” to ensure HIWIN’s leading position in the global market.

139

(v) Information of Directors, Supervisors and General Managers of Affiliates

Unit: Shares; %

Unit: Shares;%
Company Name Title Name or Representative Number of
Shares Held
Shareholdin
g Ratio
HIWIN Corporation,
U.S.A
Chairman Chuo,Yung-Tsai - -
Director Chuo,Wen-Hen, Tsai,Huey-Ching, Chiu,Shi-Rong - -
General
Manager
Chiu,Shi-Rong - -
HIWIN Germany
GmbH
Chairman Chuo,Yung-Tsai - -
General
Manager
Werner Mäurer - -
HIWIN Corporation,
Japan
Chairman Chuo,Yung-Tsai - -
Director Tsai,Huey-Ching, Shuda Nakata, Huang,Li-Hong - -
Supervisor Liao Ke-Huang - -
Eterbright Solar
Corporation
Chairman Representative of HIWIN Investments Corp.:
Chuo,Yung-Tsai
9,167,725 2%
Co-Chairman Chuo,Wen-Hen 1,308,447 0%
Director Representative of HIWIN Technologies Corp.:
Wu,Yue-Ching
345,460,592 85%
Director Lee,Shun-Chi 2,225,766 1%
Director Chuo,Hsiu-Yu 808,467 0%
Director/Gener
al Manager
Lin,Ming-Yao 89,437 0%
Supervisor Liao,Ke-Huang 66,377 0%
HIWIN S.R.L. Director Chuo,Wen-Hen, Liao,Ke-Huang - -
General
Manager
Yang,Chuang-Bao - -
HIWIN Singapore Pte.
Ltd.
Director Chuo, Yong-Tsai, Chuo,Wen-Hen, You,Kai-Sheng,
Chen,Yong-Hsiang
- -
General
Manager
Chen,Yong-Hsiang - -
HIWIN Corporation,
South Korea
Director Chuo, Yong-Tsai, Chuo,Wen-Hen, You,Kai-Sheng - -
Supervisor Chiang,Mei-Chih - -
General
Manager
Kao, Rong-Bang - -
HIWIN China Chairman Peng,Yan-Chi - -
Director Tsai,Huey-Ching, You,Kai-Sheng - -
Supervisor Wu,Yue-Ching - -
General
Manager
Chen, Hong-Ming - -
HIWIN Healthcare Corp. Chairman Tsai,Huey-Ching - -
Matrix Precision Chairman/Ger
neral Manager
Chuo,Wen-Hen 1,311,107 2%
Deputy
Chairman/Co-
General
Manager
Chuo,Hsiu-Yu 3,377,986 5%

140

Director Representative of HIWIN Technologies Corp.:
Chu,Yue-Ling
34,294,075 50%
Director/Co-
General
Manager
Representative of HIWIN Investments: Chuo, Yong-
Tsai
11,877,558 17%
Director Representative of All Horng Gear Industry Co., Ltd.:
Hung, Ying-Che
960,164 1%
Supervisor Wu,Yue-Chin - -
General
Manager
Chu,Yue-Ling 190,000 0%
Matrix Suzhou Chairman Hong,Chi-Hsiung - -
Director Chu,Yue-Ling, Chen Hong-Ming - -
Supervisor Liao,Ke-Huang - -
General
Manager
Wang,Zhi-Hong - -
Matrix Machine Tool
(Coventry) Ltd.
Director Chuo,Wen-Hen ,Chu,Yue-Ling, Hsue Chih-
Chiang ,Nelson Chiow, Paul Farndon
- -
General
Manager
Chu,Yue-Ling - -
HIWIN Swiss General
Manager
Liu,Mei-Li - -

Note 1: shares unissued. Note 2: data as of April 30th, 2021

(vi) Business Status of Affiliates

Unit: NTD Thousands Unit: NTD Thousands
Company
Name
Paid-in
Capital
Total
Assets
Total
Liabilities
Net Value Operating
Revenue
Operating
Profit
(Loss)
Profit
(Loss)
of
the Current
Period
Earnings
per Share
(NT$)
HIWIN
Corporation,
U.S.A.
NT$ 303,495 NT$ 1,294,570 NT$ 470,664 NT$ 823,906 NT$ 1,185,939 NT$ 204,931 NT$ 145,238 NT$ 67.62
HIWIN
Germany
GmbH
NT$ 224,494 NT$ 3,801,410 NT$ 1,598,091 NT$ 2,203,319 NT$ 3,870,677 NT$ 430,397 NT$ 326,315 Note 1
HIWIN
Corporation,
Japan
NT$ 121,676 NT$ 2,040,725 NT$ 1,921,528 NT$ 119,197 NT$ 1,205,339 NT$ (56,240) NT$ (59,220) NT$ (952.09)
Eterbright
Solar
Corporation
NT$ 4,061,515 NT$ 692,856 NT$ 824,896 NT$ (132,040) NT$ 27,406 NT$ (497,313) NT$ (1,030,113) NT$ (2.54)
HIWIN
S.R.L.
NT$ 289,170 NT$ 1,316,613 NT$ 1,124,537 NT$ 192,076 NT$ 1,219,276 NT$ 86,992 NT$ 51,447 Note 1
HIWIN
Singapore
Pte. Ltd.
NT$ 117,550 NT$ 138,982 NT$ 97,989 NT$ 40,993 NT$ 291,018 NT$ 33,310 NT$ 32,041 NT$ 6.41
HIWIN
Corporation,
South Korea
NT$ 242,707 NT$ 322,281 NT$ 345,407 NT$ (23,126) NT$ 507,676 NT$ 18,892 NT$ (1,806) NT$ (1.03)
HIWIN
China
NT$ 1,498,040 NT$ 5,709,693 NT$ 3,529,307 NT$ 2,180,386 NT$ 4,757,377 NT$ 426,098 NT$ 312,569 Note 1

141

Company
Name
Paid-in
Capital
Total
Assets
Total
Liabilities
Net Value Operating
Revenue
Operating
Profit
(Loss)
Profit
(Loss)
of
the Current
Period
Earnings
per Share
(NT$)
HIWIN
Healthcare
Corp.
NT$ 3,108 NT$ 3,931 NT$ 1,346 NT$ 2,585 NT$ 20,521 NT$ (47.00) NT$ (45.00) NT$ (0.45)
NT$ 1,881,212 NT$ 1,460,271 NT$ 420,941 NT$ 298,694 NT$ (265,515) NT$ (262,398.) NT$ (3.83)
Matrix
Precision
Corp.
NT$ 684,525
- - - - NT$ (2.00) NT$ (4,253) Note 1
Shanghai
Luren
Precision Co.
-
NT$ 46,530 NT$ 40,218 NT$ 6,312 NT$ 115,588 NT$ 1,237 NT$ 873 Note 1
Matrix
Suzhou
NT$ 9,076
Matrix
Machine
Tool
(Coventry)
Ltd.
NT$ 216,176 NT$ 360,267 NT$ 131,480 NT$ 228,787 NT$ 28,001 NT$ (64,972) NT$ (61,282) NT$ (11.25)
NT$ 199.23
HIWIN
(Schweiz)
GmbH
NT$ 9,414 NT$ 390,811 NT$ 96,985 NT$ 293,826 NT$ 436,406 NT$ 65,982 NT$ 59,768

Note 1: shares unissued.

Note 2: If the Affiliates are foreign companies, convert the related figures to NT$ at the rate on the report day:

1 USD
1 EUR
1 JPY
1 SGD
1 KRW
1 CNY
1 GBP
1 CHF
Closing Rate
Average Rate
NT$ 27.680
NT$ 28.009
NT$ 31.32
NT$ 33.16
NT$ 0.2405
NT$ 0.2554
NT$ 20.46
NT$ 0.02350
NT$ 4.344
NT$ 37.30
NT$ 20.85
NT$ 0.02471
NT$ 4.341
NT$ 38.56
NT$ 30.18
NT$ 30.64

Note 3: the base date of the financial information of Affiliates’ business status is December 31, 2021. Note 4: Luren Precision Co. completed liquidation in June 2021.

(vii) Consolidated Financial Statements of Affiliates: Please refer to Appendix i. (viii) Related Reports: None.

  • ii.Private Placement of Securities during the Past Year and up to the Annual Report Publication Date: None.

  • iii. Holding or Disposal of Stocks of the Company by Subsidiaries in the Past Year and up to the Annual Report Publication Date: None.

  • iv. Other Necessary Supplemental Information: None.

  • v. Events Having Significant Impacts on Shareholders’ Equity or Security Price According to Article 36.2.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report: None.

142

Appendix i : Financial Report of Recent Year and CPA Audit Report

The Board of Directors and Shareholders Hiwin Technologies Corporation

Opinion

We have audited the accompanying consolidated financial statements of Hiwin Technologies Corporation (the “Corporation”) and its subsidiaries (collectively the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of 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 Group as of December 31, 2021 and 2020, 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 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 Group 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, 2021. 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.

The key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2021 are described as follows:

Revenue Recognition

The sales of the Group mainly rely on distribution channels. Revenue from the sale of goods is recognized when the Group satisfied the performance obligations. There is a risk that revenue might be recognized even when specific conditions have not been satisfied. Because of the risk of misstatement and materiality of sales revenue generated by distribution channels, we identified the recognition of sales revenue as a key audit matter. The accounting policy on sales revenue recognition is disclosed in Note 4 to the consolidated financial statements.

Our key audit procedures performed in respect of revenue recognition included the following:

  1. We understood the internal controls and evaluated the design and implementation of key controls, and tested the operating effectiveness of relevant controls over order acceptance and shipping procedures; we selected sample sales transactions of distribution channels and verified that order receipts and the timing of revenue recognition were in accordance with the terms of transaction.

  2. We validated the terms of transactions against sales contracts and orders from major distributors to ensure

143

the consistency between terms of transaction and the timing of revenue recognition; we tested the records of sales returns against source documents and checked whether there was any unusual item during the year and after the balance sheet date.

Valuation and Impairment Assessment of Inventory

As of December 31, 2021, the carrying amount of inventory was $8,322,994 thousand. Such carrying amount of inventory is measured at the lower of cost or net realizable value, which subject to the management’s judgment and estimation uncertainty. Therefore, valuation and impairment assessment of inventory was identified as a key audit matter. The accounting policy on the valuation and impairment assessment of inventory and the details of inventory are disclosed in Notes 4, 5 and 10 to the consolidated financial statements.

Our key audit procedures performed in respect of the valuation and impairment assessment included the following:

  1. We understood and assessed the related internal controls and procedures on the valuation of inventory.

  2. We assessed the reasonableness of allowance for impairment of inventory by reference to the aging of inventories and the level of inventory consumed and sold.

  3. We tested the net realizable value of sample inventory items, and checked the accuracy of the net realizable value.

  4. We compared the net realizable value of sample inventory items with the carrying amount to confirm that the carrying amount of inventory did not exceed its net realizable value.

  5. We evaluated the adequacy of provision for obsolete and damaged inventories during our observation of inventory counts.

Other Matter

We have also audited the parent company only financial statements of Hiwin Technologies Corporation as of and for the years ended December 31, 2021 and 2020 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.

144

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

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 Group’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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  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 regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

145

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, 2021 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 Li-Tung Wu and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China

February 25, 2022

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 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.

146

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable from unrelated parties, net (Notes 4, 9 and 28)
Notes receivable from related parties, net (Notes 4 and 27)
Trade receivables from unrelated parties, net (Notes 4 and 9)
Trade receivables from related parties, net (Notes 4 and 27)
Inventories (Notes 4, 5 and 10)
Other current assets (Notes 6, 27 and 28)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Note 4)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13, 27 and 28)
Right-of-use assets (Notes 4, 14, 27 and 28)
Goodwill (Note 4)
Deferred tax assets (Notes 4 and 21)
Prepayments for machinery and equipment (Note 15)
Refundable deposits (Note 4)
Other non-current assets (Notes 4 and 9)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 16 and 28)

Short-term bills payable (Note 16)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Contract liabilities - current (Note 4)
Notes payable
Trade payables to unrelated parties
Trade payables to related parties (Note 27)
Other payables (Notes 17 and 27)
Current tax liabilities (Notes 4 and 21)
Lease liabilities - current (Notes 4, 14 and 27)
Current portion of long-term borrowings (Notes 16 and 28)
Other current liabilities (Note 4)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 16 and 28)
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4, 14 and 27)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Other non-current liabilities (Note 16)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity

Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS

Total equity

TOTAL
2021
Amount
%
$ 5,433,053 11
2,895
-
1,068,266
2
1,263
-
3,181,354
6
18,824
-
8,322,994 16

524,723

1


18,553,372
36

1,466,280
3
2,890
-
252,746
-
27,354,252 54
671,119
1
256,163
1
663,462
1
1,450,528
3
102,135
-

258,872

1


32,478,447
64

$ 51,031,819
100

$ 4,952,785 10
89,923
-
2,580
-
172,745
-
1,665
-
3,903,043
8
231,245
-
2,182,726
4
1,301,291
3
117,536
-
807,197
2

89,805

-


13,852,541
27

5,378,148 11
681,423
1
408,872
1
230,051
-

13,669

-


6,712,163
13


20,564,704
40

3,407,923
7
5,516,470 11
3,071,586
6
17,609,166 34

675,140

1

30,280,285 59

186,830

1


30,467,115
60

$ 51,031,819
100
2020
Amount
%
$ 2,603,652
5

128
-

1,208,512
2

693
-

5,116,498 11

16,211
-

6,197,806 13

465,683

1

15,609,183
32

944,234
2

2,906
-

219,832
-

27,864,527 58

729,913
2

256,163
1

361,720
1

1,768,214
4

63,913
-

217,177

-

32,428,599
68
$ 48,037,782
100
$ 5,542,045 12

19,936
-

7,327
-

102,129
-

8,762
-

3,182,134
7

111,356
-

1,623,389
3

335,972
1

136,892
-

1,273,168
3

108,193

-

12,451,303
26

6,892,359 14

556,757
1

442,220
1

294,571
1

11,178

-

8,197,085
17

20,648,388
43

3,308,663
7

5,600,568 11

2,892,584
6

15,363,677 32

396,636

1

27,562,128 57

(172,734)

-

27,389,394
57
$ 48,037,782
100
































































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

147

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 4 and 27)

COST OF GOODS SOLD (Notes 10, 20 and 27)

GROSS PROFIT

OPERATING EXPENSES (Notes 20 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Subsidy revenue (Note 4)
Finance costs (Notes 4, 20 and 27)
Share of profit of associates accounted for using the
equity method (Notes 4 and 12)
Interest income (Note 4)
Gain from bargain purchase (Notes 4 and 23)
Other income (Notes 4 and 27)
Other expenses
Gain (loss) on disposal of property, plant and
equipment (Note 4)
Net foreign exchange gain (loss) (Notes 4 and 30)
Valuation loss on financial assets (liabilities) at fair
value through profit or loss (Note 4)
Impairment loss (Notes 4 and 13)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 21)

NET PROFIT FOR THE YEAR
2021
Amount
%
$ 27,265,162 100

17,449,754
64

9,815,408
36

1,643,052
6
1,998,871
7
1,058,892

4


4,700,815
17


5,114,593
19

103,224
-
(169,159)
-
41,618
-
13,406
-
-
-
104,721
1
(4,101)
-
(44,474)
-
(180,516) (1)
(4,492)
-
(500,000)
(2)

(639,773)
(2)

4,474,820 17
1,320,127

5


3,154,693
12
2020































Amount
%
$ 21,266,659 100

15,476,252
73

5,790,407
27

1,339,520
6

1,704,259
8

1,014,154

5

4,057,933
19

1,732,474

8

123,581
-

(220,921) (1)

33,700
-

13,082
-

46,271
-

126,497
1

(31,043)
-

340,046
2

186,774
1

(46,990)
-

-

-

570,997

3

2,303,471 11

604,692

3

1,698,779

8
(Continued)

148

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
(Note 4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 18)
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 21)


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 21)


Other comprehensive income for the year, net
of income tax


NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 22)
Basic

Diluted
2021
Amount
%
$ 5,149
-
541,302
2

(1,646)

-


544,805

2

(328,919) (1)

65,558

-


(263,361)
(1)

281,444

1

$ 3,436,137
13

$ 3,532,230 13
(377,537)
(1)

$ 3,154,693
12

$ 3,814,946 14
(378,809)
(1)

$ 3,436,137
13

$ 10.36

$ 10.33
2020






























Amount
%
$ (66,387)
-

71,167
-

14,874

-

19,654

-

92,246
-

(18,176)

-

74,070

-

93,724

-
$ 1,792,503

8
$ 1,929,730
9

(230,951)
(1)
$ 1,698,779

8
$ 2,017,501
9

(224,998)
(1)
$ 1,792,503

8
$ 5.87
$ 5.86

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

(Concluded)

149

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)


BALANCE AT JANUARY 1, 2020


Appropriation of 2019 earnings

Legal reserve

Cash dividends - NT$1.8 per share

Share dividends - NT$0.3 per share




Issuance of ordinary shares for cash


Changes in non-controlling interests


Difference between consideration received or paid and the carrying amount of the subsidiaries' net
assets during actual disposal or acquisition


Changes in percentage of ownership interests in subsidiaries


Share-based payments


Disposals of investments in equity instruments designated as at fair value through other
comprehensive income


Net profit (loss) for the year ended December 31, 2020


Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax


Total comprehensive income (loss) for the year ended December 31, 2020


BALANCE AT DECEMBER 31, 2020


Appropriation of 2020 earnings

Legal reserve

Cash dividends - NT$2.0 per share

Share dividends - NT$0.3 per share




Changes in percentage of ownership interests in subsidiaries


Changes in non-controlling interests


Net profit (loss) for the year ended December 31, 2021


Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax


Total comprehensive income (loss) for the year ended December 31, 2021


BALANCE AT DECEMBER 31, 2021
Equity Attributable to Owners of the Corporation (Note 19) Equity Attributable to Owners of the Corporation (Note 19) Total
$ 23,743,253

-
(557,242 )

-


(557,242)


2,335,000


-


(125,678)


84,098


65,196


-

1,929,730

87,771


2,017,501


27,562,128

-
(661,733 )

-


(661,733)


(435,056)


-

3,532,230

282,716


3,814,946

$ 30,280,285
Non-controlling
Interests
(Notes 11 and 24)
$ (88,776)

-

-

-


-


-


99,460


125,678


(84,098)


-


-

(230,951 )

5,953


(224,998)


(172,734)

-

-

-


-


435,056


303,317

(377,537 )

(1,272)


(378,809)

$ 186,830
Total Equity
$ 23,654,477
-
(557,242 )

-

(557,242)

2,335,000

99,460

-

-

65,196

-

1,698,779

93,724

1,792,503

27,389,394
-
(661,733 )

-

(661,733)

-

303,317

3,154,693

281,444

3,436,137
$ 30,467,115















































Ordinary Shares
$ 3,095,789



-

-

92,874



92,874



120,000



-



-



-



-



-



-


-



-



3,308,663



-

-

99,260



99,260



-



-



-


-



-


$ 3,407,923
Capital Surplus
$ 3,236,274

-
-

-


-


2,215,000


-


-


84,098


65,196


-

-

-


-


5,600,568

-
-

-


-


(84,098)


-

-

-


-

$ 5,516,470
Retained Earnings
Legal Reserve
Unappropriated
Earnings
$ 2,706,052
$ 14,410,303

186,532
(186,532 )
-
(557,242 )

-

(92,874)


186,532

(836,648)


-

-


-

-


-

(125,678)


-

-


-

-


-

42,136

-
1,929,730

-

(56,166)


-

1,873,564


2,892,584

15,363,677

179,002
(179,002 )
-
(661,733 )

-

(99,260)


179,002

(939,995)


-

(350,958)


-

-

-
3,532,230

-

4,212


-

3,536,442

$ 3,071,586
$ 17,609,166
Other Equity
Exchange Differences
on Translating the
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Financial Statements
of Foreign Operations
Comprehensive
Income
$ (409,634)
$ 704,469


-
-

-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

-


-

(42,136)

-
-

72,770

71,167


72,770

71,167


(336,864)

733,500


-
-

-
-

-

-


-

-


-

-


-

-

-
-

(262,798)

541,302


(262,798)

541,302

$ (599,662)
$ 1,274,802


















Legal Reserve
$ 2,706,052

186,532
-

-


186,532


-


-


-


-


-


-

-

-


-


2,892,584

179,002
-

-


179,002


-


-

-

-


-

$ 3,071,586

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

150

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net loss (gain) on fair value changes of financial assets and
liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of employees’ share-based payments
Share of profit or loss of associates accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized foreign currency exchange loss (gain), net
Gain from bargain purchase
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Inventories

Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Dividend received
Interest paid
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from liquidation of financial assets at fair value through other
comprehensive income
2021
$ 4,474,820

2,186,546
49,652
3,882
(315)
169,159
(13,406)
(31,499)
-
(41,618)
44,474
588,940
27,703
-
(731)
(7,199)
116,105
1,803,353
(2,286,086)
(72,223)
70,616
(7,097)
1,083,993
659,995
(12,890)

(55,164)

8,751,010
13,388
31,499
(180,283)
(455,282)


8,160,332

-
19,256
2020
$ 2,303,471
2,269,473
58,870
7,707

7,199
220,921

(13,082)

(35,495)
65,196

(33,700)
(340,046)
214,772
(94,848)
(46,271)

(4,055)

2,555
(784,838)
(563,060)

1,603,102

(22,422)
(17,940)

181
962,043
(6,797)

8,774

(49,632)
5,712,078
13,108
35,495

(235,933)

(273,317)

5,251,431
(12,606)
-
(Continued)

151

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Return of capital surplus from financial assets at fair value through
other comprehensive income

Net cash inflow on acquisition of subsidiaries (Note 23)
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease in other financial assets
Increase in other non-current assets
Increase in prepayments for machinery and equipment
Dividend received from associates

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term borrowings
Proceeds from short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings

Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
Dividends paid
Proceeds from issuance of ordinary shares
Acquisition of additional shares of subsidiary
Changes in non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
$ -

-
(1,493,571)
5,358
(41,589)
-
(113,764)
(764,316)

4,046

(2,384,580)

(457,552)
69,987
546,898
(2,482,903)
(159,506)
3,599
(661,733)
-
-
303,317

(2,837,893)


(108,458)

2,829,401

2,603,652

$ 5,433,053
2020
$ 120,477
12,648
(1,073,608)
688,500

17,007
3,300

(110,929)

(555,341)

9,610

(900,942)
(4,220,849)
19,936
573,048
(1,773,362)

(172,453)
(1,049)

(557,242)
2,335,000
(200,000)

229,665
(3,767,306)

11,724
594,907

2,008,745
$ 2,603,652

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

(Concluded)

152

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Hiwin Technologies Corporation (the “Corporation”) was incorporated on October 11, 1989. It manufactures and sells ballscrews, linear guideways, industrial robots, aerospace automation equipment parts, computer numerical control (CNC) milling machines and medical equipment.

The Corporation obtained approval from the Securities and Futures Bureau (SFB), Financial Supervisory Commission (FSC) to become a public company on April 16, 1997. The shares of the Corporation have been listed on the Taiwan Stock Exchange (TWSE) since June 26, 2009.

The consolidated financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors on February 25, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to 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 FSC

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the accounting policies of the Corporation and its subsidiaries (collectively referred to as the “Group”).

  • b. The IFRSs endorsed by the FSC for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • Note 1: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

153

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above 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.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above 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.

154

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. 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 non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).

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.

155

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.

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 Corporation 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 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 Corporation.

See Note 11, Tables 9 and 10 for detailed information on subsidiaries (including the percentages of ownership and main businesses).

  • e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquire over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized immediately in profit or loss as a bargain purchase gain.

f. Foreign currencies

In preparing the financial statements of the entities in the Group, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of transaction.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including the subsidiaries or associates in other countries that use currencies which are different from the Corporation) are translated into the 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 and attributed to the owners of the Corporation and non-controlling interests as appropriate.

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g. Inventories

Inventories consist of raw materials, supplies, work-in-process, finished goods and merchandise and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

h. Investment in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Impairment loss is deducted from the carrying amount. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

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The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.

When an entity in the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

i. Property, plant, and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation 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.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized on goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal, and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

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  • k. Intangible assets

  • 1) Intangible assets 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. 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 effect of any changes in estimate accounted for on a prospective basis.

  • 2) Internally-generated intangible assets - research and development expenditures

Expenditures on research activities are recognized as expenses in the period in which they are incurred.

An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following have been demonstrated:

  • a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • b) The intention to complete the intangible asset and use or sell it;

  • c) The ability to use or sell the intangible asset;

  • d) How the intangible asset will generate probable future economic benefits;

  • e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • f) The ability to measure reliably the expenditures attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when such an intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, such intangible assets are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of property, plant and equipment, right-of-use assets and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

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The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount (less amortization and depreciation) that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • m. Financial instruments

Financial assets and financial liabilities are recognized when an entity in the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial asset at FVTPL

A financial asset is classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 26.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) 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.

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Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables, and refundable deposits at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial asset; and

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

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  • b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime expected credit loss (ECL) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECL represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information shows that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 90 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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 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 that 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 Corporation’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 Corporation’s own equity instruments.

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3) Financial liabilities

  • a) Subsequent measurement

Except the following situations, all the financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The fair value is determined in the manner described in Note 26.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 4) Derivative financial instruments

The Group enters into foreign exchange forward to manage its exposure to foreign exchange rate risks.

Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instrument is negative, the derivative is recognized as a financial liability.

  • n. Provision

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Provisions for the expected cost of warranty obligations to assure that products comply with agree-upon specifications are recognized on the date of sale of the relevant products at the best estimate of the expenditure required to settle the Group’s obligation.

  • o. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

For contract where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

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Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location/the goods are shipped/the goods are picked up because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivable is recognized concurrently. The transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

p. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) 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 by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, 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 consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.

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q. Borrowing costs

Borrowing costs 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. 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.

  • r. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

The benefit of a government loan received at a below-market rate of interest is treated as a government grant measured as the difference between the proceeds received and the fair value of the loan based on prevailing market interest rates.

s. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which 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 it occurs. 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 represent the actual deficit in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

t. Share-based payment arrangements

The fair value at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Corporation’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options; The expense is recognized in full at the grant date if the grants are vested immediately. The grant date of

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issued ordinary shares for cash which are reserved for employees is the date on which the number of shares that the employees purchase is confirmed.

At the end of each reporting period, the Corporation revises its estimate of the number of employee share options that are expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options.

  • u. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (refundable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is calculated 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 to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates. 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 assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are 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.

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  • 3) Current and deferred taxes for the year

Current and deferred taxes 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 taxes are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. 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 revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Key Sources of Estimation Uncertainty - Write-down of Inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value is based on current market conditions and historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Pledged time deposits
Cash equivalents
Time deposits (investments with original maturities of 3 months or
less)
Less: Pledged time deposits (classified as other current assets)


Rate of interest per annum (%)
Cash in bank
Time deposits (investments with original maturities of 3 months or
less)
Pledged time deposits
December 31 December 31



2021
$ 1,735

5,024,410
2,000

406,908

5,435,053

(2,000)

$ 5,433,053

0.00-0.40
0.59-2.66
0.82
2020
$ 2,324
2,362,456
2,000

238,872
2,605,652

(2,000)
$ 2,603,652
0.00-0.40
0.05-2.40
0.82

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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group’s financial assets and liabilities mandatorily designated as at fair value through profit or loss (FVTPL) are all generated from its derivative financial products of foreign exchange forward contracts. At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting are as follows:

Currency Maturity Date Notional Amount
(In Thousands)
December 31, 2021
Sell EUR/NTD 2022.1.18-2022.3.17 EUR7,900/NTD250,120
Sell RMB/NTD 2022.1.10-2022.3.18 RMB165,000/NTD712,853
Sell USD/NTD 2022.1.10-2022.3.10 USD3,200/NTD88,873
December 31, 2020
Sell EUR/NTD 2021.1.15-2021.4.21 EUR3,100/NTD105,754
Sell RMB/NTD 2021.1.5-2021.3.8 RMB85,000/NTD361,257
Sell USD/NTD 2021.1.26-2021.3.29 USD1,700/NTD47,862

The Group entered into foreign exchange forward contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT

Investments in Equity Instruments at Fair Value
Through Other Comprehensive Income
(FVTOCI)
Domestic listed ordinary shares
Hiwin Mikrosystem Corp.
(Hiwin Mikrosystem)
Domestic unlisted ordinary shares
Ever Fortune. AI Co., Ltd. (Ever Fortune)
Taichung International Country Club
Sunengine Corporation Ltd. (Sunengine)
King Kong Iron Work Ltd.
Overseas unlisted ordinary shares
Kaland Holdings Corp. (Kaland)

December 31 December 31


2021
$ 1,076,401

386,799
3,080
-
-
-

$ 1,466,280
2020
$ 860,140
45,017
2,650

-

-

36,427
$ 944,234

The Investment Commission of Ministry of Economic Affairs (MOEA) approved the Corporation’s investment in Suzhou YIFU Finance Leasing Co., Ltd. (YIFU Finance). The investment in the amount of US$8,168 thousand was made through Kaland and Cheer Tone Group Limited in British Virgin Islands (BVI). YIFU Finance mainly engages in finance leasing services.

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In October 2020, Kaland’s board of directors resolved to return US$4,213 thousand of share premium to the Corporation. In August 2021, the liquidation of Kaland had been approved by Kaland’s board of directors and it was liquidated in August 2021 for net proceeds of US$804 thousand.

In December 2020, the Corporation acquired additional shares amounting to $12,606 thousand in Ever Fortune, and Ever Fortune’s shares have been listed on the Emerging Stock Market in September 2021.

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

9. NOTES RECEIVABLE AND TRADE RECEIVABLES

Notes receivable from unrelated parties
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss



Trade receivables from unrelated parties
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss

December 31 December 31






2021
$ 1,070,150


(1,884)

$ 1,068,266

$ 3,198,244


(16,890)

$ 3,181,354
2020
$ 1,209,090

(578)
$ 1,208,512
$ 5,133,330

(16,832)
$ 5,116,498

a. Notes receivable

The Group's aging of notes receivable is as follows:

Not past due

Past due


December 31 December 31



2021
$ 1,070,150


-


$ 1,070,150
2020
$ 1,209,090

-
$ 1,209,090

The above aging schedule was based on the past due days.

169

The Group entered into a factoring agreement with financial institutions to sell its discounted notes receivable. Although the Group has transferred the contractual rights to receive cash flows, the Group is still obligated to bear the default risk of such discounted notes receivable. Thus, it did not meet the conditions for derecognition of financial assets. The related information is as follows:

Purchaser of Notes Receivable
Bank of China

China Construction Bank

December 31, 2020 December 31, 2020


Notes
Receivable
Transferred
$ 157,973

4,377

$ 162,350
Amount in
Advanced
Interest
(Note)
Rate
$ 157,973
3.13%

4,377
3.00%
$ 162,350

Note: Classified under short-term borrowings; for related information of guarantees and short-term borrowings, refer to Notes 16 and 28.

b. Trade receivables

The Group determines the credit period of sales of goods based on the counterparty’s credit rating, location and transaction terms.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlooks. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables:

December 31, 2021
Expected credit loss rate

Gross carrying amount

Loss allowance
(Lifetime ECL)


Amortized cost
Not Past Due
0.001%-0.1%
$ 3,049,863


(2,383)

$ 3,047,480
1 to 120 Days
121 to 360 Days
0.01%-40%
2%-100%
$ 133,806 $ 1,142

(1,853)

(520)

$ 131,953
$ 622
Over 360 Days
10%-100%
$ 13,433

(12,134)

$ 1,299
Total
$ 3,198,244

(16,890)
$ 3,181,354

170


December 31, 2020
Expected credit loss rate

Gross carrying amount

Loss allowance
(Lifetime ECL)


Amortized cost
Not Past Due
0.001%-0.1%
$ 4,605,244


(3,155)

$ 4,602,089
1 to 120 Days
121 to 360 Days
0.01%-40%
2%-100%
$ 508,843 $ 6,150

(1,888)

(631)

$ 506,955
$ 5,519
Over 360 Days
10%-100%
$ 13,093

(11,158)

$ 1,935
Total
$ 5,133,330

(16,832)
$ 5,116,498

The movements of the loss allowance were as follows (other receivables are classified as other non-current assets):


Balance at January 1, 2021

Net remeasurement of loss allowance
Amounts written off
Foreign exchange gains and losses

Balance at December 31, 2021


Balance at January 1, 2020

Net remeasurement of loss allowance
Amounts written off
Foreign exchange gains and losses

Balance at December 31, 2020
For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021



Notes
Receivable
Trade
Receivables
Other
Receivables


$ 578
$ 16,832
$ 27,395
1,306
2,576
-
-
(991)
-

-

(1,527)

-
$ 1,884
$ 16,890
$ 27,395
For the Year Ended December 31, 2020



Notes
Receivable

$ 597

(19)
-

-

$ 578
Trade
Receivables

$ 27,507


(5,972)
(4,160)

(543)

$ 16,832
Other
Receivables
$ 13,697

13,698

-

-
$ 27,395

10. INVENTORIES

Merchandise

Finished goods
Work in process
Raw materials and supplies
Inventory in transit

December 31 December 31


2021
$ 2,962

2,249,676
2,039,018
2,664,833

1,366,505

$ 8,322,994
2020
$ 2,086
1,989,847
1,692,451
2,272,683

240,739
$ 6,197,806

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was $17,449,754 thousand and $15,476,252 thousand, respectively.

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 included inventory write-downs of $88,940 thousand and $214,772 thousand, respectively, and unallocated fixed overhead of $405,216 thousand and $386,739 thousand, respectively.

171

11. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

Investor
Investee
Main Business
The Corporation Hiwin Corporation, U.S.A.
(“Hiwin USA”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Hiwin Corporation, Japan
(“Hiwin Japan”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Hiwin GmbH
(“Hiwin Germany”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Eterbright Solar Corporation
(“Eterbright”) (Note 24)
Research, development, design,
manufacture and sale of solar cell,
electronic components, electric
power supply, electric transmission
and power distribution machinery
products
Hiwin Singapore Pte. Ltd.
(“Hiwin Singapore”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Hiwin Corporation Co., Ltd.
(“Hiwin Korea”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Hiwin Technologies (China)
Corporation (“Hiwin China”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Matrix Precision Co., Ltd.
(“Matrix Precision”) (Note
24)
Research, development, production,
manufacture and sale of gear
cutting tools and machinery
Hiwin Healthcare Corp.
Sale of medical robots
Hiwin S.R.L. (“Hiwin Italy”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Matrix Machine Tool
(Coventry) Limited (Matrix)
Design, integrated application,
research, development,
manufacture and sale of thread
forming machinery
Hiwin (Schweiz) GmbH
(“Hiwin Schweiz”)
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Hiwin Germany
Hiwin Schweiz
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Matrix Precision Luren Precision Machinery
(Shanghai) Co., Ltd.
(“Luren Shanghai”)
Sale of gear cutting tools and
machinery
Suzhou Matrix Precision
Machinery Co., Ltd.
(“Suzhou Matrix”)
Sale of gear cutting tools and
machinery
% of Ownership
December 31
2021
2020
100
100
100
100
100
100
85
74
100
100
100
100
100
100
50
51
100
100
100
100
100
100
81
81
19
19
-
100
100
100

The Corporation acquired 50% and 31% of the shares of Hiwin Schweiz for $66,300 thousand and $200,000 thousand in April 2020 and December 2020, respectively; together with the 19% shareholding proportion of Hiwin Schweiz held by Hiwin Germany before the acquisition, the Group’s total percentage of ownership in Hiwin Schweiz was 100%, and Hiwin Schweiz became a subsidiary of the Group.

Luren Shanghai has been liquidated in June 2021.

172

  • b. Details of subsidiaries that have material non-controlling interests
Name of Subsidiary
Eterbright
Matrix Precision
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
December 31
2021
2020
15%
26%
50%
49%

See Tables 9 and 10 for the information on places of incorporation and principal places of business.

Name of Subsidiary
Eterbright

Matrix Precision

Hiwin Schweiz

Income (Loss) and
Comprehensive Income (Loss)
Allocated to Non-controlling
Interests
For the Year Ended
December 31
2021
2020
$ (246,577) $ (138,070)
(132,232)
(91,456)

-

4,528

$ (378,809)
$ (224,998)
Income (Loss) and
Comprehensive Income (Loss)
Allocated to Non-controlling
Interests
For the Year Ended
December 31
2021
2020
$ (246,577) $ (138,070)
(132,232)
(91,456)

-

4,528

$ (378,809)
$ (224,998)
Accumulated
Non-controlling Interests
Accumulated
Non-controlling Interests
December 31



2021
$ (246,577)
(132,232)

-

$ (378,809)



2021
$ (19,727)

206,557

-

$ 186,830
2020
$ (220,053)

47,319

-
$ (172,734)

The summarized financial information below represents amounts before intragroup eliminations.

Eterbright


Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of Eterbright

Non-controlling interests of Eterbright

December 31 December 31






2021

$ 191,166

501,690
(761,409)

(63,487)

$ (132,040)

$ (112,313)

(19,727)

$ (132,040)
2020
$ 247,253
1,148,335
(2,158,118)

(89,397)
$ (851,927)
$ (631,874)

(220,053)
$ (851,927)

173


Revenue

Net loss for the year

Other comprehensive income (loss) for the year

Total comprehensive loss for the year

Loss and total comprehensive loss attributable to:
Owners of Eterbright

Non-controlling interests of Eterbright


Net cash inflow (outflow) from:
Operating activities

Investing activities
Financing activities

Net cash inflow (outflow)

Matrix Precision and Matrix Precision’s subsidiaries
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of Matrix Precision

Non-controlling interests of Matrix Precision



Revenue

Net loss for the year

Other comprehensive income (loss) for the year

Total comprehensive loss for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31









2021
2020
$ 27,406
$ 41,357
$ (1,030,113) $ (534,534)

-

-
$ (1,030,113)
$ (534,534)
$ (783,536) $ (396,464)

(246,577)

(138,070)
$ (1,030,113)
$ (534,534)
$ (313,635) $ (313,604)
(170,949)
(35,951)
463,309

363,436
$ (21,275)
$ 13,881
December 31
2021
2020
$ 542,348
$ 555,851
1,357,877
1,389,660
(558,590)
(890,223)

(920,694)

(957,400)
$ 420,941
$ 97,888
$ 210,891
$ 47,971

210,050

50,691
$ 420,941
$ 97,888
For the Year Ended December 31



2021
$ 319,954

$ (262,398)

(2,549)

$ (264,947)
2020
$ 222,684
$ (212,378)

9,631
$ (202,747)
(Continued)

174


Loss attributable to:
Owners of Matrix Precision

Non-controlling interests of Matrix Precision


Total comprehensive loss attributable to:
Owners of Matrix Precision

Non-controlling interests of Matrix Precision


Net cash inflow (outflow) from:
Operating activities

Investing activities
Financing activities

Net cash inflow

Hiwin Schweiz

Revenue
Net income for the period
Other comprehensive income for the period
Total comprehensive income for the period
Income and total comprehensive income attributable to:
Owners of Hiwin Schweiz
Non-controlling interests of Hiwin Schweiz
For the Year Ended December 31 For the Year Ended December 31









2021
2020
$ (131,492) $ (115,805)
(130,906)

(96,573)
$ (262,398)
$ (212,378)
$ (1,277) $ (110,886)
(1,272)

(91,861)
$ (2,549)
$ (202,747)
$ (136,297) $ 337,748
(31,767)
(30,544)
178,790

(266,923)
$ 10,726
$ 40,281
(Concluded)
For the Eight
Months Ended
November 30,
2020

$ 201,189
$ 10,605

4,002
$ 14,607
$ 10,079

4,528
$ 14,607

175

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Associates that are not individually material

The Group's share of:
Profit for the year

Other comprehensive income (loss) for the year

Total comprehensive income for the year
December 31 December 31
2021
2020
$ 252,746
$ 219,832
For the Year Ended
December 31


2021
$ 41,618


-

$ 41,618
2020
$ 33,700

-
$ 33,700

Except for Hiwin S.R.O., investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have been audited. Management believes there is no material impact on the equity-method accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements of Hiwin S.R.O. that have not been audited.

13. PROPERTY, PLANT AND EQUIPMENT


Cost


Land

Buildings and improvements

Machinery and equipment

Transportation equipment

Leasehold improvements

Miscellaneous equipment

Construction in progress



Accumulated depreciation and
impairment


Buildings and improvements

Machinery and equipment

Transportation equipment

Leasehold improvements

Miscellaneous equipment



For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021













Beginning
Balance
$ 5,516,026

13,981,515

15,143,381

218,095

118,059

2,847,657

710,843


38,535,576

2,029,881
6,605,652
125,607
107,618

1,802,291


10,671,049

$ 27,864,527
Additions
$ -

25,236

235,079

39,573

5,711

119,569

1,031,474

$ 1,456,642

$ 339,621

2,019,117

34,237

5,014

332,456

$ 2,730,445
Disposals
$ -

(92 )

(1,231,197 )

(30,759 )

(6,229 )

(274,035 )

-

$ (1,542,312)

$ (92 )

(1,188,682 )

(30,460 )

(6,229 )

(267,017)

$ (1,492,480)
Reclassified
Amount
$ -

115,284

1,025,702

30,010

10,985

12,103

(114,465)

$ 1,079,619

$ (10,984 )

271

6

9,604

769

$ (334)
Translation
Adjustments
$ (91,902 )

(102,827 )

(65,372 )

(16,272 )

(6,578 )

(28,625 )

(50,001)

$ (361,577)

$ (28,831 )

(32,361 )

(9,417 )

(5,357 )

(19,018)

$ (94,984)


Ending
Balance
$ 5,424,124

14,019,116

15,107,593

240,647

121,948

2,676,669

1,577,851

39,167,948

2,329,595

7,403,997

119,973

110,650

1,849,481

11,813,696
$ 27,354,252

176

For the Year Ended December 31, 2020


Cost


Land

Buildings and improvements
Machinery and equipment

Transportation equipment
Leasehold improvements
Miscellaneous equipment
Construction in progress


Accumulated depreciation
and impairment
Buildings and improvements
Machinery and equipment

Transportation equipment

Leasehold improvements

Miscellaneous equipment



Beginning
Balance
$ 5,598,313
13,715,699
15,985,180
203,152
118,293
2,795,397

671,639

39,087,673

1,826,396
7,168,883
104,874
103,480

1,604,612

10,808,245

$ 28,279,428
Acquisitions
Through
Business
Combination
(Note 23)
$ -


-

359

10,310

-

4,314

-

$ 14,983

$ -


105

5,745

-

2,066

$ 7,916
Additions
$ 22

38,831
355,590

27,100
1,068
98,881

608,801

$ 1,130,293

$ 334,982

1,676,365

33,665
5,424

279,213

$ 2,329,649
Disposals
$ (80,898 )
(388,419 )
(2,254,368 )
(27,600 )
(1,740 )
(91,326 )

-

$ (2,844,351)

$ (142,136 )
(2,245,060 )
(21,654 )
(1,740 )

(85,307)

$ (2,495,897)
Reclassified
Amount
$ -


581,709

1,043,231

-

-

37,382

(581,513)

$ 1,080,809

$ -


-

-

-

-

$ -
Translation
Adjustments
Ending Balance
$ (1,411 ) $ 5,516,026
33,695
13,981,515
13,389
15,143,381
5,133
218,095
438
118,059
3,009
2,847,657

11,916

710,843
$ 66,169
38,535,576
$ 10,639
2,029,881
5,359
6,605,652
2,977
125,607
454
107,618

1,707

1,802,291
$ 21,136
10,671,049

$ 27,864,527

As a result of the declining selling price of the products of Eterbright due to strong competition, the estimated future cash flows expected from the related machinery and equipment decreased. Eterbright carried out a review of the recoverable amount of the related machinery and equipment and determined that the carrying amount exceeded the recoverable amount. The review led to the recognition of an impairment loss of $500,000 thousand in the year ended December 31, 2021. Eterbright determined the recoverable amount of the relevant machinery and equipment on the basis of their value in use. The discount rate used in measuring the value in use was 11.55% per annum.

The above impairment loss has been included under the impairment loss in the consolidated statements of comprehensive income.

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings and improvements
Main buildings 10-55 years
Electrical power equipment 5-35 years
Engineering system 5-55 years
Machinery and equipment
Machinery equipment 3-20 years
Inspection equipment 3-20 years
Transportation equipment 2-10 years
Leasehold improvements 2-17 years
Miscellaneous equipment 2-15 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 28.

177

14. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amounts
Land

Buildings
Transportation equipment
Miscellaneous equipment



Additions to right-of-use assets

Acquisitions through business combination (Note 23)

Depreciation charge for right-of-use assets
Land

Buildings
Transportation equipment
Miscellaneous equipment

December 31 December 31
2021
2020
$ 310,418
$ 330,424
338,537
370,195
21,452
28,604

712

690
$ 671,119
$ 729,913
For the Year Ended December 31




2021
$ 132,061

$ -

$ 20,541

137,350
7,316

301

$ 165,508
2020
$ 132,929
$ 32,540
$ 20,387
150,995
8,399

593
$ 180,374

b. Lease liabilities

Carrying amounts
Current

Non-current

Range of discount rate for lease liabilities was as follows:
December 31 December 31

2021
$ 117,536

$ 408,872
2020
$ 136,892
$ 442,220
Land
Buildings
Transportation equipment
Miscellaneous equipment
December 31
2021
2020
1.45%-1.50%
1.45%-1.50%
0.90%-4.10%
1.35%-4.10%
1.48%-4.10%
1.48%-4.10%
1.23%-4.10%
1.48%-4.10%

178

  • c. Material lease-in activities and terms

The Group leases certain transportation and miscellaneous equipment for the use of product manufacturing and marketing with lease terms of 1 to 7 years. These arrangements do not contain renewal or purchase options.

The Group also leases land and buildings for the use of plants and offices with lease terms of 2 to 50 years. The lease contract for land located in the Republic of China specifies that lease payments will be adjusted on the basis of changes in the consumer price index or announced land value prices. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms.

d. Other lease information


Expenses relating to short-term leases

Expenses relating to low-value asset leases

Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 17,886

$ 8,719

$ (196,024)
2020
$ 7,744
$ 3,504
$ (194,352)

The Group’s leases of certain equipment qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

15. PREPAYMENTS FOR MACHINERY AND EQUIPMENT

The aging of prepayments for machinery and equipment is as follows:

The Date of Initial Cost Contribution
Within 1 year

1-2 years
2-5 years
More than 5 years

December 31 December 31


2021
$ 572,689

177,404
626,081
74,354

$ 1,450,528
2020
$ 394,027
350,426
1,002,410

21,351
$ 1,768,214

In order to maintain key manufacturing technologies, reduce product costs and improve automation of the equipment, the Corporation designed, developed, and assembled the equipment by itself. The abovementioned prepayments for machinery and equipment include both internally-developed and outsourced equipment.

179

16. BORROWINGS

a. Short-term borrowings

Secured borrowings(Note 28)
Working capital loans

Loans for export sales
Loans for purchasing raw material

Unsecured borrowings
Line of credit borrowings


Rate of interest per annum (%)
Working capital loans
Loans for export sales
Loans for purchasing raw material
Line of credit borrowings
December 31 December 31



2021
$ 2,998,002

940,000

14,783

3,952,785
1,000,000

$ 4,952,785

0.23-3.80
0.61
1.56
0.71-0.80
2020
$ 3,535,954
715,000

21,091
4,272,045

1,270,000
$ 5,542,045
0.25-3.13
0.51-1.58
1.56
0.77-0.88

Among the secured borrowings, the discounted notes receivable amounted to $162,350 thousand for the year ended December 31, 2020 (refer to Note 9).

  • b. Short-term bills payable
Commercial paper

Less: Unamortized discount on bills payable


Rate of interest per annum (%)
December 31 December 31


2021
$ 90,000


(77)

$ 89,923

1.54
2020
$ 20,000

(64)
$ 19,936
1.54

180

c. Long-term borrowings

Secured borrowings(Note 28)
Secured loans

Unsecured borrowings
Unsecured loans

Less: Current portion

Long-term borrowings

Rate of interest per annum (%)
Secured loans
Unsecured loans
December 31 December 31



2021
$ 5,739,668


445,677

6,185,345

(807,197)

$ 5,378,148

0.36-4.90
0.70-1.65
2020
$ 7,398,147

767,380
8,165,527
(1,273,168)
$ 6,892,359
0.36-4.90
0.70-4.90

In August 2019, the Corporation received a qualification letter for the Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan from the Ministry of Economic Affairs, and therefore received the subsidy for processing fee of long-term borrowings. As of December 31, 2021, $23,500 thousand was drawn down for the purchase of machinery and equipment and the use of operating capital. The Corporation recognized $501 thousand as a government grant, which is the difference between the loan amount obtained at a lower-than-market interest rate and the fair value, which was accounted for as deferred revenue and would be subsequently recognized in profit or loss over the useful life of the asset.

17. OTHER PAYABLES

Payables for salaries and bonuses

Payables for compensation of employees
Payables for annual leave
Payables for remuneration of directors
Payables for purchases of building and equipment
Others

December 31 December 31


2021
$ 1,061,177

297,411
178,245
149,069
40,264
456,560

$ 2,182,726
2020
$ 677,401
165,084
143,572
77,193
257,356

302,783
$ 1,623,389

181

18. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation, Eterbright and Matrix Precision adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

Hiwin Germany, Hiwin Schweiz, Hiwin Japan, Hiwin Singapore, Hiwin Korea, Hiwin China, Matrix and Suzhou Matrix have pension plans which pay for an annuity and certain types of insurance under the local regulations. Hiwin USA has defined contribution pension plans, which are independently administered.

b. Defined benefit plans

The defined benefit plans adopted by the Corporation and Matrix Precision of the Group in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation and Matrix Precision contribute amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the 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, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy. Hiwin Italy also adopted the defined benefit plans in accordance with the local laws.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2021
$ 437,041


(206,990)

$ 230,051
2020
$ 453,499

(158,928)
$ 294,571

182

Movements in net defined benefit liabilities were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2021
$ 453,499
$ (158,928)

Service cost
Current service cost
11,812
-
Past service cost
(2,377)
425
Net interest expense (income)

1,567

(570)

Recognized in profit or loss

11,002

(145)

Remeasurement



Return on plan assets (excluding amounts
included in net interest)
-
(2,446)
Actuarial loss - changes in demographic
assumptions
1,376
-
Actuarial gain - changes in financial
assumptions
(14,557)
-
Actuarial loss - experience adjustments

10,478

-

Recognized in other comprehensive income

(2,703)

(2,446)

Contributions from the employer
-
(65,783)
Benefits paid
(20,757)
20,757
Exchange differences on foreign plans

(4,000)

(445)

Balance at December 31, 2021
$ 437,041
$ (206,990)

Balance at January 1, 2020
$ 400,604
$ (124,251)

Service cost
Current service cost
11,735
-
Past service cost
(49)
-
Net interest expense (income)

2,957

(932)

Recognized in profit or loss

14,643

(932)

Remeasurement



Return on plan assets (excluding amounts
included in net interest)
-
(4,568)
Actuarial loss - changes in demographic
assumptions
309
-
Actuarial loss - changes in financial
assumptions
18,184
-
Actuarial loss - experience adjustments

52,462

-

Recognized in other comprehensive income

70,955

(4,568)

Contributions from the employer
-
(63,474)
Benefits paid
(34,126)
34,126
Exchange differences on foreign plans

1,423

171

Balance at December 31, 2020
$ 453,499
$ (158,928)
Net Defined
Benefit
Liabilities
$ 294,571
11,812
(1,952)

997

10,857
(2,446)
1,376
(14,557)

10,478

(5,149)

(65,783)
-

(4,445)
$ 230,051
$ 276,353
11,735
(49)

2,025

13,711
(4,568)
309
18,184

52,462

66,387

(63,474)
-

1,594
$ 294,571

183

Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates

Expected rates of salary increase

Turnover rate
December 31
2021
2020
0.70%、0.70%、
0.98%
0.35%、0.35%、
0.34%
2.00%、3.00% 2.00%、3.00%
0.68%、0.48% 0.90%、0.48%

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

The Corporation
Discount rate
0.25% increase

0.25% decrease

Expected rate of salary increase/decrease
0.25% increase

0.25% decrease

Turnover rate
10% increase

10% decrease
December 31 December 31





2021
$ (9,043)

$ 9,377

$ 9,232

$ (8,952)

$ (164)

$ 164
2020
$ (9,993)
$ 10,377
$ 10,181
$ (9,858)
$ (270)
$ 271

184

Matrix Precision
Discount rate
0.25% increase

0.25% decrease

Expected rate of salary increase/decrease
0.25% increase

0.25% decrease

Turnover rate
10% increase

10% decrease

Hiwin Italy
Discount rate
0.25% increase

0.25% decrease
December 31 December 31







2021
$ (1,259)

$ 1,308

$ 1,275

$ (1,235)

$ (1)

$ 1

$ (40,087)

$ 41,707
2020
$ (1,316)
$ 1,370
$ 1,330
$ (1,286)
$ (4)
$ 4
$ (34,424)
$ 35,826

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.

Expected contributions to the plan for the next year

Average duration of the defined benefit obligation
December 31 December 31
2021
$ 19,025

10 years
10 years
13 years
2020
$ 17,840
10 years
11 years
13 years

19. EQUITY

  • a. Ordinary shares
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2021

1,000,000

$ 10,000,000

340,792

$ 3,407,923
2020

1,000,000
$ 10,000,000

330,866
$ 3,308,663

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

On September 17, 2020, the Corporation’s board of directors resolved to issue 12,000 thousand ordinary shares, with a par value of $10, for a consideration of $195 per share. On October 20, 2020, the above transaction was approved by the FSC, and the subscription base date was determined as December 22, 2020 by the board of directors.

185

According to the Company Act, the issuance of ordinary shares for cash shall appropriate 10% of the total amount of new shares for subscription by employees. According to IFRS 2 “Share-based Payment”, the Group recognized salary expense and share premium in the amount of $65,196 thousand in 2020.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Issuance of ordinary shares


May only be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Invalid employee shares

December 31 December 31




2021
$ 5,509,020



-

7,450

$ 5,516,470
2020
$ 5,509,020
84,098

7,450
$ 5,600,568
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions, other than actual disposals or acquisitions.

  • c. Retained earnings and dividends policy

Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, until the accumulated legal reserve equals the Corporation’s paid-in capital, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit shall be distributed as dividends, where the dividends distributed should not exceed 6% of the remaining profit. The Corporation’s profit may be distributed in the form of cash or share dividends; however, the ratio of share dividends distributed shall not exceed two-thirds of the Corporation’s total amount of dividends and bonuses distributed to shareholders. A distribution plan is also to be made by the board of directors and should be resolved in the shareholder’s meeting. The dividends could be distributed in whole or in part by cash after the resolution has been passed by more than half of the directors present at the meeting of the board of directors, in which at least two-thirds of the total number of directors should be present. In addition, a report of such distribution shall be submitted to the shareholders’ meeting. For the policies on the distribution of compensation of employees and remuneration of directors after the amendment, refer to compensation of employees and remuneration of directors in Note 20-c.

The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

186

The appropriations of cash dividends per share for 2020 and 2019 were as follows:

Legal reserve

Cash dividends
Share dividends
Appropriation of Earnings
For the Year Ended
December 31
2020
2019
$ 179,002 $ 186,532
661,733
557,242
99,260
92,874
Dividends Per Share (NT$)
For the Year Ended
December 31
2020
2019


$ 2
$ 1.8

0.3
0.3

The appropriations of earnings for 2021 had been proposed by the Corporation’s board of directors on February 25, 2022. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 318,548
Cash dividends 1,533,565
$ 4.5

The appropriation of earnings for 2021 is subject to the resolution of the shareholders in their meeting to be held on June 27, 2022.

20. NET PROFIT FROM CONTINUING OPERATIONS

a. Finance costs


Interest on bank loans

Interest on lease liabilities


Information about capitalized interest is as follows:
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 159,246


9,913

$ 169,159
2020
$ 210,270

10,651
$ 220,921

Capitalized interest

Capitalization rates (%)
For the Year Ended December 31
2021
2020
$ 32,618
$ 26,894
0.99-4.90
1.08-4.90

187

  • b. Employee benefits expense, depreciation and amortization expenses
Operating Operating Operating
Costs Expenses Total
For the Year Ended December 31, 2021
Short-term employee benefits $ 4,477,129
$ 2,444,745
$ 6,921,874
Post-employment benefits
Defined contribution plans 140,638 73,989 214,627
Defined benefit plans (Note 18) 4,465 6,392 10,857
Other employee benefits 159,625 70,063 229,688
Depreciation expenses 1,817,749 368,797 2,186,546
Amortization expenses 21,753 27,899 49,652
For the Year Ended December 31, 2020
Short-term employee benefits 3,309,979 2,111,330 5,421,309
Post-employment benefits
Defined contribution plans 97,956 62,943 160,899
Defined benefit plans (Note 18) 5,915 7,796 13,711
Equity-settled share-based payments 38,303 26,893 65,196
Other employee benefits 137,780 65,079 202,859
Depreciation expenses 1,888,088 381,385 2,269,473
Amortization expenses 28,632 30,238 58,870
  • c. Compensation of employees and remuneration of directors

According to the Articles of Incorporation of the Corporation, the Corporation accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 4%, respectively, of net profit before income tax, compensation of employees, and the remuneration of directors. The compensation of employees and remuneration of directors for the years ended December 31, 2021 and 2020 which have been approved by the Corporation’s board of directors on February 25, 2022 and March 23, 2021, respectively, were as follows:

Cash

Compensation of employees
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2021
Accrual rate
Amount

6.0%
$ 297,411
3.0%
148,706
2020
Accrual rate
Amount

5.9%
$ 154,385

2.9%
77,193

If there will be 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 compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019.

Information on the compensation of employees and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

188

21. INCOME TAXES

a. Major components of income tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax of unappropriated earnings
Land value increment tax
Adjustments for prior years

Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 1,410,040

28,293
-
(5,042)


(113,164)

$ 1,320,127
2020
$ 367,683
29,113
34,729

43,458

129,709
$ 604,692

A reconciliation of accounting profit and income tax expense is as follows:


Income tax expense calculated at the statutory rate

Non-deductible expenses in determining taxable income
Tax-exempt income
Others
Income tax on unappropriated earnings
Investment tax credits used
Loss carryforwards used

Current tax
Land value increment tax
Unrecognized deductible temporary differences and loss
carryforwards
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 1,193,809

420
(1,363)
(10,990)
48,785
(108,461)

(7,447)

1,114,753
-
210,416

(5,042)

$ 1,320,127
2020
$ 593,364
661

(97,422)

(13,966)
66,690

(139,498)

(8,932)
400,897
34,729
125,608

43,458
$ 604,692

The tax rate applicable to companies subject to the Income Tax Act in the ROC is 20%; the tax rate applicable to subsidiaries in China is 25%. Tax rates used by other entities in the Group operating in other jurisdictions are based on the tax laws in those jurisdictions.

In accordance with Rule No. 10904550440 issued by the Ministry of Finance (MOF) of the ROC, the Group used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Group's unappropriated earnings for 2018 for filing the additional tax. For the 2020 consolidated financial reporting purpose, the tax on unappropriated earnings for 2018 is measured based on the actual profit for 2020, and the current income tax payable is adjusted accordingly.

In addition, in accordance with Rule No. 10904558730 issued by the MOF, the Group has deducted the amount of dividends distributed in 2020 attributable to the increase in the beginning retained earnings for 2018 as a result of initial adoption of IFRS 9 when calculating the tax on unappropriated earnings for 2018.

189

  • b. Income tax expense (gain) recognized in other comprehensive income

Deferred tax
In respect of the current year:
Translation of foreign operations

Remeasurement of defined benefit plans

For the Year Ended For the Year Ended December 31


2021
$ (65,558)

1,646

$ (63,912)
2020
$ 18,176

(14,874)
$ 3,302

c. Deferred tax assets and liabilities

Deferred tax assets
Temporary differences
Unrealized intercompany profit

Allowance for impairment loss
Allowance for inventory devaluation
Payable for annual leave
Defined benefit obligation
Impairment loss on financial assets
Provisions
Financial liabilities at FVTPL
Exchange difference on foreign
operations
Deferred expenses
Unrealized loss on foreign currency
exchange
Others


Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries
Unrealized gain on foreign currency
exchange
Financial assets at FVTPL
Intangible assets
Others

For the Year Ended December 31, 2021





Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 97,960 $ 191,743 $ -
6,893
(5,162)
-
96,084
42,677
-
22,791
2,677
-
26,573
(809)
(1,646)
4,071
-
-
4,754
11,564
-
1,440
(1,440)
-
84,280
-
65,558
2,933
(2,933)
-
-
5,330
-

13,941

(5,817)

-

$ 361,720
$ 237,830
$ 63,912

$ 491,005 $ 144,148 $ -
21,411
(21,410)
-
-
63
-
-
2,910
-

44,341

(1,045)

-

$ 556,757
$ 124,666
$ -
Closing
Balance
$ 289,703

1,731

138,761

25,468

24,118

4,071

16,318

-

149,838

-

5,330

8,124
$ 663,462
$ 635,153

1

63

2,910

43,296
$ 681,423

190

Deferred tax assets
Temporary differences
Unrealized intercompany profit

Allowance for impairment loss
Allowance for inventory devaluation
Payable for annual leave
Defined benefit obligation
Impairment loss on financial assets
Provisions
Financial liabilities at FVTPL
Exchange difference on foreign
operations
Deferred expenses
Unrealized loss on foreign currency
exchange
Loss carryforwards
Others



Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries
Unrealized gain on foreign currency
exchange
Financial assets at FVTPL
Intangible assets
Others


For the Year Ended December 31, 2020







Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 121,474 $ (23,514) $ -
8,540
(1,647)
-
76,252
19,832
-
17,919
4,872
-
20,146
(8,447)
14,874
7,022
(2,951)
-
4,844
(90)
-
-
1,440
-
102,456
-
(18,176)
5,217
(2,284)
-
14,737
(14,737)
-
7,454
(7,454)
-

2,267

11,674

-




$ 388,328
$ (23,306)
$ (3,302)

$ 399,207 $ 91,798 $ -
-
21,411
-
511
(511)
-
4,643
(4,643)
-

45,993

(1,652)

-




$ 450,354
$ 106,403
$ -
Closing
Balance
$ 97,960

6,893

96,084

22,791

26,573

4,071

4,754

1,440

84,280

2,933

-

-

13,941
$ 361,720
$ 491,005

21,411

-

-

44,341
$ 556,757

d. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards

Investment loss
Deductible temporary difference

December 31 December 31


2021
$ 7,271,541

3,090,137
1,140,150

$ 11,501,828
2020
$ 6,587,087
2,306,601

719,227
$ 9,612,915

191

e. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2021 comprised:

Investee Unused Amount Expiry Year
Eterbright $ 5,160,603 2022-2031
Matrix Precision 1,086,124 2023-2031
Hiwin Japan 586,937 2023-2031
Hiwin Korea 199,394 2023-2030
Matrix
238,483
no limit
$ 7,271,541

f. Income tax assessments

The tax returns of the Corporation, Eterbright and Matrix Precision through 2019 have been assessed by the tax authorities.

22. EARNINGS PER SHARE

Net Profit
Attributable to
Number of
Earnings Per
Owners of the
Shares
Share
Corporation
(In Thousands) (NT$)
For the Year Ended December 31, 2021
Basic earnings per share
Profit for the year attributable to owners of the
Corporation
$ 3,532,230 340,792 $ 10.36
Effect of potentially dilutive ordinary shares
Compensation of employees
-

1,053
Diluted earnings per share
Profit for the year attributable to owners of the
Corporation plus effect of potentially
dilutive ordinary shares
$ 3,532,230

341,845
$ 10.33
For the Year Ended December 31, 2020
Basic earnings per share
Profit for the year attributable to owners of the
Corporation
$ 1,929,730 328,770 $ 5.87
Effect of potentially dilutive ordinary shares
Compensation of employees
-

580
Diluted earnings per share
Profit for the year attributable to owners of the
Corporation plus effect of potentially
dilutive ordinary shares
$ 1,929,730

329,350
$ 5.86

192

The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on September 23, 2021. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2020 were as follows:

Unit: NT$ Per Share
Before After
Retrospective Retrospective
Adjustment Adjustment
Basic earnings per share $ 6.05
$ 5.87
Diluted earnings per share $ 6.03
$ 5.86

Since the Group offered to settle compensation paid to employees in cash or shares, the Group 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 effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

23. BUSINESS COMBINATIONS

  • a. Subsidiaries acquired
Proportion of
Voting Equity Consideration
Name of Interests Transferred
Subsidiary Principal Activity Date of Acquisition
Acquired (%)

(Cash)
Hiwin Manufacture and sale of
April 1, 2020


50
$ 66,300
Schweiz aerospace parts,
ballscrews, linear
guideways and
industrial robots

Hiwin Schweiz was acquired by the Group in order to expand the development in the field of drive control, enhance its competitive advantage and increase the scale of operations.

  • b. Assets acquired and liabilities assumed at the date of acquisition
Current assets
Cash $ 78,948
Trade receivables 30,464
Inventories 171,005
Other current assets 5,175
Non-current assets
Property, plant and equipment 7,067
Right-of-use assets 32,540
Other non-current assets 157
(Continued)

193

Current liabilities
Trade and other payables

Lease liabilities - current
Other current liabilities
Non-current liabilities
Lease liabilities - non-current


Gain from bargain purchase on acquisition
Consideration transferred

Less: Fair value of identifiable net assets acquired

Gain from bargain purchase on acquisition
$ (60,879)
(6,191)
(6,795)

(26,349)
$ 225,142
(Concluded)
$ 66,300

(112,571)
$ (46,271)
  • c. Gain from bargain purchase on acquisition

Gain from bargain purchase arose from the consideration paid for the acquisition which was less than the fair value of the identifiable net assets acquired.

  • d. Net cash inflow on acquisition of subsidiaries
Consideration paid in cash

Less: Cash balances acquired

$ 66,300

(78,948)
$ (12,648)

24. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

On June 24, 2021 and December 30, 2021, the Corporation subscribed for additional new shares of Eterbright at a percentage different from its existing ownership percentage, thereby increasing its continuing interest from 74% to 85%, and recognized a decrease of $86,057 thousand in capital surplus and a decrease of $350,958 thousand in retained earnings.

On January 8, 2021 and May 10, 2021, the Corporation subscribed for additional new shares of Matrix Precision at a percentage different from its existing ownership percentage, thereby decreasing its continuing interest from 51% to 50%; and recognized the amount of $1,959 thousand in capital surplus.

On December 1, 2020, the Corporation acquired additional shares of Hiwin Schweiz; thus, the Corporation’s continuing interest increased from 50% to 81%.

On February 29, 2020, the Corporation did not subscribe for any newly issued shares of Matrix Precision; thus, the Corporation’s continuing interest decreased from 71% to 51%, and recognized the amount of $84,098 thousand in capital surplus.

The above transactions were accounted for as equity transactions, since the Corporation did not cease to have control over these subsidiaries.

194

25. CAPITAL MANAGEMENT

To support the needs for expansion and upgrade of its plant and equipment, the Group has to maintain an appropriate amount of capital. Therefore, the Group manages its capital to ensure it has the necessary financial resources and operating plan to support the required operating funds, capital expenditures, research and development fees, debt repayment and dividend payments in the next 12 months to achieve an overall balanced capital structure.

Key management personnel of the Group review the capital structure periodically. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.

26. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

The Corporation’s financial assets and liabilities at FVTPL are measured at fair value using Level 2 inputs, and the financial assets at FVTOCI are measured at fair value using Level 1 inputs and Level 3 inputs.

  • 2) Valuation techniques and inputs applied for the purpose of Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs Derivatives - foreign currency Discounted cash flow. forward contracts

Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • b. Categories of financial instruments

December 31 2021 2020 Financial assets FVTPL Mandatorily classified as at FVTPL $ 2,895 $ 128 Financial assets at amortized cost (1) 9,807,785 9,012,385 Financial assets at FVTOCI Equity instruments 1,466,280 944,234 Financial liabilities FVTPL Mandatorily classified as at FVTPL 2,580 7,327 Financial liabilities at amortized cost (2) 17,546,732 18,653,149

195

  • 1) The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable (including from related parties), trade receivables (including from related parties), financial assets at amortized cost - non-current and refundable deposits.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, short-term bills payable, notes payable, trade payables (including from related parties), other payables and long-term borrowings (including those due within one year).

  • c. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables, lease liabilities, bills payable and borrowings. The Group’s corporate treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

The plans for material treasury activities are reviewed by the audit committee and the board of directors in accordance with procedures required by relevant regulations and internal controls.

1) Market risk

The Group entered into some derivative financial instruments, mainly forward foreign exchange contracts, to manage its exposure to foreign currency risk arising on translation of sales and receivables from the export of precision component to USA, Germany, Japan and China.

There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Group’s operating activities and net investment in foreign operations are denominated in foreign currencies. Consequently, the Group is exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Group utilizes foreign exchange forward contracts to hedge its currency exposure. These instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements.

Since the Group’s net investments in foreign operations are held for strategic purposes, they are not hedged.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 30.

Sensitivity analysis

The Group was mainly exposed to the USD, EUR, JPY and RMB.

The sensitivity analysis of foreign currency risk used when reporting foreign currency risk internally to key management personnel mainly focuses on foreign currency denominated monetary items at the end of the reporting period. When the NTD had increased by 1% against the relevant foreign currency, the post-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $52,785 thousand and $51,989 thousand, respectively.

196

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Deposits in bank

Lease liabilities
Short-term bills payable
Short-term borrowings
Long-term borrowings
Cash flow interest rate risk
Deposits in bank
Short-term borrowings
Long-term borrowings
December 31
2021
2020
$ 408,908
$ 240,872
526,408
579,112
89,923
19,936
851,782
162,350
341,114
269,723
4,800,654
2,270,615
4,101,003
5,379,695
5,844,231
7,895,804

Sensitivity analysis

For floating rate liabilities, the analysis was prepared assuming the amount of the liabilities outstanding at the end of the reporting period was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher and all other variables were held constant, the Group’s post-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $41,157 thousand and $88,039 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the reporting period, the counterparties are all creditworthy organizations; thus, no significant credit risk is expected.

The counterparties of the Group’s trade receivables cover a large number of customers, spread across diverse industries. Ongoing credit evaluation is performed on the financial condition of the counterparties of trade receivables.

The Group’s concentration of credit risk by geographical locations was mainly in Asia, which accounted for 75% and 71% of the total trade receivables as of December 31, 2021 and 2020, respectively.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

197

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2021 and 2020, the Group had available unutilized bank loan facilities of $12,566,013 thousand and $10,999,568 thousand, respectively.

The following table details the Group’s remaining contractual obligations for its financial liabilities with agreed repayment periods. The tables below had been drawn up based on the undiscounted contractual maturities of the financial liabilities.

December 31, 2021
Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Fixed interest rate liabilities
Variable interest rate liabilities



Derivative financial liabilities
Foreign exchange forward contracts

December 31, 2020
Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Fixed interest rate liabilities
Variable interest rate liabilities


Derivative financial liabilities
Foreign exchange forward contracts
Less Than
1 Year
$ 6,318,679

144,586
1,013,707

4,836,198


$ 12,313,170

$ 2,580

$ 4,925,641

156,924
240,599

6,594,550

$ 11,917,714

$ 7,327
1-5 Years
$ -

284,977
257,962

2,501,994


$ 3,044,933

$ -

$ -

323,503
189,407

3,275,515

$ 3,788,425

$ -
5+ Years
$ -
124,811
11,150

2,607,042
$ 2,743,003
$ -
$ -
149,930
22,003

3,405,434
$ 3,577,367
$ -

Further information on the maturity analysis of the above financial liabilities was as follows:

December 31, 2021
Lease liabilities

Fixed interest rate liabilities
Variable interest rate
liabilities


December 31, 2020
Lease liabilities

Fixed interest rate liabilities
Variable interest rate
liabilities

Less than 1
Year
$ 144,586

1,013,707

4,836,198

$ 5,994,491

$ 156,924

240,599

6,594,550

$ 6,992,073
1-5 Years
$ 284,977

257,962

2,501,994

$ 3,044,933

$ 323,503

189,407

3,275,515

$ 3,788,425
5-10 Years
$ 75,001

11,150

1,551,331

$ 1,637,482

$ 89,261

22,003

2,019,093

$ 2,130,357
10-15 Years
$ 49,810

-

405,711

$ 455,521

$ 51,595

-

704,559

$ 756,154
15-20 Years
$ -

-

650,000
$ 650,000
$ 9,074

-

681,782
$ 690,856

198

27. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of significant transactions between the Group and other related parties are disclosed below.

  • a. Related party name and categories

Related Party Relationship with the Group

Hiwin S.R.O. Associate Mega-Fabs Motion Systems Ltd. (Mega-Fabs) Associate Hiwin Mikrosystem Other related party Hiwin Investment and Holding Corporation Other related party (Hiwin Investment Corporation) Hiwin Technologies Foundation in Education Other related party (Hiwin Education Foundation) All Horng Gear Industry Co., Ltd. Other related party Taiwan Gong Ji Chang Co., Ltd. Other related party ( became non-related party starting from July 27, 2021 ) Eric Y. T. Chuo Key management personnel

  • b. Operating transactions

1) Sales of goods
Associates

Other related parties

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 199,993


125,727

$ 325,720
2020
$ 163,387

110,489
$ 273,876

Due to the differences in product specifications, the selling prices of goods sold to related parties and those sold to third parties are not comparable. The selling price is quoted at cost plus a reasonable margin based on the market and competitor pricing.


2) Purchases of goods
Other related parties

Associates

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 861,645


105

$ 861,750
2020
$ 510,697

28
$ 510,725

The products purchased from related parties and those from third parties are not the same; therefore, their prices are not comparable.

199

3) Other operating transactions


Non-operating income - dividend income (classified as other
income)
Hiwin Mikrosystem


Non-operating income - other income

Other related parties


Manufacturing and operating expenses

Other related parties

Operating expenses - donations
Hiwin Education Foundation

4) Notes receivable
Other related parties

5) Trade receivables
Associates

Other related parties


6) Other receivables (classified as other current assets)
Other related parties

7) Trade payables
Other related parties

Associates


8) Other payables
Other related parties

Key management personnel

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31







2021
2020
$ 2,829
$ 375
$ 1,943
$ 274
$ 9,660
$ 3,950
$ 13,000
$ 8,400
December 31










2021
$ 1,263

$ 17,532


1,292

$ 18,824

$ 286

$ 231,216


29

$ 231,245

$ 659

159

$ 818
2020
$ 693
$ 8,854

7,357
$ 16,211
$ 231
$ 111,356

-
$ 111,356
$ 1,165

-
$ 1,165

200

  • c. Acquisition of property, plant and equipment

Other related parties
Purchase Price Purchase Price Purchase Price
For the Year Ended December 31
2021
$ 2,100
2020
$ 8,749

d. Lease arrangements

Lease arrangements represented the lease prices of the Corporation’s factory. The lease prices were determined in accordance with mutual agreements and were based on the market price of the nearby factories and the lease area. The rental expenses were paid monthly.


Acquisition of right-of-use assets
Other related parties

Lease liabilities
Other related parties


Finance costs

Other related parties
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
2020

$ 18,533
$ -
December 31
2021
2020

$ 12,942
$ 2,051
For the Year Ended December 31

2021

$ 209
2020
$ 58

e. Acquisition of financial assets

Related Party
Category
Line Item
Hiwin Investment
Corporation
Investment accounted for
using the equity method
For the Year Ended December 31, 2020
Number of
Shares (%)
Underlying
Assets
Purchase Price
31
Hiwin Schweiz$ 200,000
  • f. Endorsements and guarantees

Endorsements and guarantees given by related parties

December 31, December 31,
Related Party Category 2021
Key management personnel
Amount endorsed $ 201,250
Amount utilized (classified as short-term borrowings) $ 14,783

201

  • g. Remuneration of key management personnel

Short-term employee benefits

Post-employment benefits

Share-based payments

Termination benefits


For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2021
$ 312,118

949
-

-

$ 313,067
2020
$ 217,291
1,269
1,087

1,060
$ 220,707

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

28. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral for short-term, long-term bank loans and discounted notes receivable:

Property, plant and equipment

Notes receivable
Right-of-use assets
Pledged deposits (classified as other current assets)

December 31 December 31


2021
$ 17,776,728

-
230,537

2,000

$ 18,009,265
2020
$ 16,297,167
162,350
75,682

2,000
$ 16,537,199

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. As of December 31, 2021 and 2020, unused letters of credit for purchases of raw materials and machinery and equipment amounted to $228,832 thousand and $186,454 thousand, respectively.

  • b. As of December 31, 2021 and 2020, commitment for acquisition of property, plant and equipment amounted to $1,745,934 thousand and $722,762 thousand, respectively.

202

30. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies are as follows:

Financial assets
Monetary items
USD

EUR
JPY
RMB
Non-monetary items
USD
ILS
Financial liabilities
Monetary items
USD
EUR
JPY
RMB
December 31, 2021
Foreign
Currency
Exchange
Rate
Carrying
Amount
$ 36,004
27.680
$ 996,579
64,881
31.32
2,032,081
2,918,766
0.2405
701,963
816,818
4.344
3,548,260
-
-
-
16,961
8.955
151,888
13,894
27.680
384,592
4,643
31.32
145,434
562,043
0.2405
135,171
3,575
4.344
15,530
December 31, 2020
Foreign
Currency
Exchange
Rate
Carrying
Amount
$ 26,341
28.480
$ 750,200

25,457
35.02
891,513

2,081,325
0.2763
575,070

1,102,378
4.377
4,825,108

804
28.480
22,910

13,639
8.740
119,202

11,761
28.480
334,949

1,563
35.02
54,743

497,249
0.2763
137,390

3,688
4.377
16,140

The Group is mainly exposed to the USD, EUR, JPY and RMB. The following information was aggregated by the functional currencies of the entities in the Group, and the exchange rates between the respective functional currencies and the presentation currency were disclosed. The significant (realized and unrealized) foreign exchange gains (losses) are as follows:

Foreign
Currency
NTD
For the Year Ended December 31 For the Year Ended December 31
2021
Exchange Rate
Net Foreign
Exchange Loss
1 (NTD:NTD)
$ (157,143)
2020

Exchange Rate
Net Foreign
Exchange Gain
1 (NTD:NTD)
$ 169,705

31. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (Table 1)

  • 2) Endorsements/guarantees provided. (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint controlled entities). (Table 3)

  • 4) Marketable securities acquired or disposed at costs or prices at least NT$300 million or 20% of the paid-in capital. (Table 4)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (Table 5)

203

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 6)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 7)

  • 9) Trading in derivative instruments. (Notes 7 and 26)

  • 10) Other: intercompany relationships and significant intercompany transactions. (Table 8)

  • 11) Information on investees. (Table 9)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 10)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period. (None)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period. (Tables 6 and 8)

    • c) The amount of property transactions and the amount of the resultant gains or losses. (None)

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes. (None)

    • e) The highest balance, the end of year balance, the interest rate range, and total current period interest with respect to financing of funds. (None)

    • f) 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 receipt of services. (None)

  • c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 11)

204

33. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments are linear guideways, ballscrews and others.

a. Segment revenue and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segment.

Linear guideways

Ballscrews
Others

Total from continuing operations

Subsidy revenue
Finance costs
Share of profit of associates
accounted for using the equity
method
Interest income
Gain from bargain purchase
Other income
Other expenses
Gain (loss) on disposal of property,
plant and equipment
Net foreign exchange gain (loss)
Valuation loss on financial assets
(liabilities) at FVTPL
Impairment loss
Profit before income tax
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
Segment Revenue
2021
2020
$ 17,445,124 $ 13,959,404
5,739,935
3,942,252

4,080,103

3,365,003
$ 27,265,162
$ 21,266,659
Segment Profit


2021
$ 17,445,124
5,739,935

4,080,103

$ 27,265,162




2021
$ 4,440,815

1,054,590

(380,812)

5,114,593
103,224
(169,159)
41,618
13,406
-
104,721
(4,101)
(44,474)
(180,516)
(4,492)

(500,000)

$ 4,474,820
2020
$ 1,829,781

211,865

(309,172)

1,732,474
123,581

(220,921)
33,700

13,082
46,271
126,497

(31,043)
340,046

186,774
(46,990)

-
$ 2,303,471

Segment revenue reported above represents revenue generated from external customers. The intersegment sales are eliminated for the years ended December 31, 2021 and 2020.

Segment profit represented the profit before tax earned by each segment without subsidy revenue, finance costs, share of profit of associates accounted for using the equity method, interest income, gain from bargain purchase, other income, other expenses, gain (loss) on disposal of property, plant and equipment, net foreign exchange gain (loss), valuation loss on financial assets (liabilities) at FVTPL, impairment loss and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

b. Segment total assets and liabilities

The Group had not reported segment assets and liabilities information to the chief operating decision maker. Thus, no disclosure is made.

205

c. Geographical information

The Group operates in Taiwan, Germany, China, Japan, and the USA.

The Group’s revenue from continuing operations from external customers and information about its non-current assets by location of assets are detailed below:

Taiwan

China
Germany
USA
Japan
Others

Revenue from
External Customers
Year Ended December 31
2021
2020
$ 13,696,690
$ 11,875,478

4,867,335
3,099,527
3,807,965
2,739,620
1,185,939
1,020,183
1,205,334
783,389

2,501,899

1,748,462

$ 27,265,162
$ 21,266,659
Non-current Assets Non-current Assets
December 31


2021
$ 13,696,690

4,867,335
3,807,965
1,185,939
1,205,334

2,501,899

$ 27,265,162


2021
$ 24,603,213

2,001,047
1,143,878
435,405
1,304,194

349,169

$ 29,836,906
2020
$ 25,946,455
1,847,400
1,200,595
439,601
821,610

388,083
$ 30,643,744
  • d. Information about major customers
Customer A

Customer B
For the Year Ended December 31 For the Year Ended December 31
2021
Amount
%
$ 3,571,837
13

3,279,988
12
2020
Amount
%
$ 2,568,011
12
3,965,792
19

206

TABLE 1

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

No. Lender Borrower Financial Statement
Account
Related
Party
Highest Balance
for the Period
(Note 4)
Ending Balance
(Note 4)
Actual Amount
Borrowed
(Note 5)
Interest
Rate
Nature of
Financing
(Note 2)

Business Transaction
Amount

Reasons
for
Short-term
Financing

Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
(Note 1)
Aggregate
Financing
Limit
(Note 3)
Item Value
0
0
The Corporation
The Corporation
Hiwin Japan
Hiwin Italy
Other receivables from
related parties
Other receivables from
related parties
Yes
Yes
$ 254,500
52,902
$ 32,187

-
$ 32,187

-
1.165%
1.49%
1
1
Sales
$765,313
Sales
1,057,657
-
-
$ -
-
-
-
$ -
-
$ 4,542,043

4,542,043
$ 9,084,086

9,084,086

Note 1: The total amount for lending to a single company shall not exceed 15% of the net assets of the Corporation based on its latest financial statements. For financing provided by the Corporation due to business dealings, other than the aforementioned restrictions, the amount of financing is also limited to the higher of the total purchase or sales amount between the 2 parties within 1 year from the date of financing or in the most recent year based on the principle that business transactions have already occurred between the two parties.

Note 2: The nature of financing is numbered as follows:

  1. A company that has business dealings with the lender.

  2. A company with short-term financing needs.

Note 3: The total amount of the Corporation’s accumulated financing provided should not exceed 30% of the Corporation’s net assets as shown in its latest financial statements.

Note 4: The ending balance has been approved by the board of directors.

Note 5: Significant intercompany accounts and transactions have been eliminated.

207

TABLE 2

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars and Foreign Currencies)

No. Endorser/Guarantor Endorsee/Guaranteed Party Endorsee/Guaranteed Party Limits on
Endorsement/
Guarantee
Given on
Behalf of
Each Party
(Note 1)

Maximum
Amount
Endorsed/
Guaranteed
During the Year
(Note 3)
Outstanding
Endorsement/
Guarantee at the
End of the Year
(Notes 3 and 4)
Actual Amount
Borrowed
(Note 4)
Amount
Endorsed/
Guaranteed by
Collaterals

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0
0
0
0
0
0
0
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
Matrix
Hiwin Italy
Eterbright
Hiwin Singapore
Hiwin Korea
Hiwin Japan
Matrix Precision
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
$ 78,700
( GBP
2,000 )

507,600
( EUR
15,000 )

2,250,000

334,320
( USD
12,000 )

342,420
( USD
12,000 )

1,724,250
( JPY 6,690,920 )

1,100,000
$ 74,600
( GBP
2,000 )

469,800
( EUR
15,000 )

2,175,000

166,080
( USD
6,000 )

332,160
( USD
12,000 )

1,607,398
( JPY 6,683,568 )

1,100,000
$ 18,650
( GBP
500 )

257,674
( EUR
8,227 )

639,000

8,304
( USD
300 )

120,408
( USD
4,350 )

1,487,148
( JPY 6,183,568 )

350,000
$ -


-


-

-


-


-


-

0.2%

1.6%

7.2%

0.5%

1.1%

5.3%

3.6%
$ 10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
Yes
Yes
Yes
Yes
Yes
Yes
Yes
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: The limit on the endorsements/guarantees provided for a single enterprise is 10% of the Corporation’s net assets as shown in its most recent financial statements. If approved by the board of directors, the amount of endorsements/guarantees provided by the Corporation for its subsidiaries is not subject to the foregoing limitations; however, it must not exceed 50% of the Corporation's net assets in its most recent financial statements.

Note 2: The aggregate endorsement/guarantee limit is 35% of the Corporation’s net assets as shown in its latest financial statements.

Note 3: The ending balance has been approved by the board of directors.

Note 4: The amounts denominated in foreign currencies were translated into the New Taiwan dollar at the exchange rate prevailing at the end of last month.

208

TABLE 3

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable
Securities
Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)
Fair Value
The Corporation Government bond
Central Government Bond 2012-1
Shares
Hiwin Mikrosystem
Ever Fortune. AI Co., Ltd.
Taichung International Country Club
Sunengine
King Kong Iron Work Ltd.
-
-
-
-
-
-
Financial assets at amortized cost - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
-
9,525,676
2,573,000
1
588,149
76,300
$ 2,890

1,076,401

386,799

3,080

-

-
-
8
3
-
10
-
$ 2,890
1,076,401
386,799
3,080
-
-

Note: For information on the investments in subsidiaries and associates, see Tables 9 and 10.

209

TABLE 4

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED AT COSTS OR PRICE AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name
Type and
Name of
Marketable
Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance Ending Balance

Shares
Amount Shares Amount Shares Amount Carrying
Amount
Gain (Loss)
on Disposal
Others Shares Amount
(Note 3)
The Corporation
The Corporation
Share capital
Share capital
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Matrix
Precision
Eterbright
Subsidiary
Subsidiary
2,171,075
171,449,427
$ 95,313

(643,793)
32,123,000
174,011,165
$ 419,420

1,740,112
-
-
$ -

-
$ -

-
$ -

-
$ (130,453)
(Note 1)
(1,219,358)
(Note 2)
34,294,075
345,460,592
$ 384,280

(123,039)
  • Note 1: Including investment loss and other comprehensive loss accounted for using the equity method of $(132,654) thousand, realized gross profit of $242 thousand and an increase in net assets of $1,959 thousand from subscribing to additional

new shares at a percentage different from its existing ownership percentage.

  • Note 2: Including investment loss accounted for using the equity method of $(783,536) thousand, realized gross profit of $1,193 thousand and an decrease in net assets of $(437,015) thousand from subscribing to additional new shares at a percentage different from its existing ownership percentage.

Note 3: Significant intercompany accounts and transactions have been eliminated.

210

TABLE 5

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Pricing Reference Purpose of Acquisition Other
Terms
Property
Owner
Relationship Transaction
Date
Amount
The Corporation
Hiwin Japan
Yunlin Technology Factory
Kobe Technology Factory
2021.6.28
2021.3.23
$ 458,000
1,075,850
( JPY 4,033,920 )
$ 109,920
655,467
( JPY 2,566,432 )
Ruiying Construction Co.,
Ltd.
Obayashi Corporation
None
None
-
-
-
-
-
-
$ -
-
Vendor bidding
Vendor bidding
Plant construction
Plant construction
-
-

211

TABLE 6

HIWIN TECHNOLOGIES CORPORATION 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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Note
Purchase/Sale Amount
(Note)
% to Total Payment Terms Unit Price Payment Terms Ending Balance
(Note)

% to Total
The Corporation
Hiwin China
Hiwin Germany
Hiwin Italy
Hiwin Japan
Hiwin USA
Hiwin Korea
Hiwin Schweiz
Hiwin Singapore
Hiwin China
Hiwin Germany
Hiwin Italy
Hiwin Japan
Hiwin USA
Hiwin Korea
Hiwin Schweiz
Hiwin Singapore
Hiwin Mikrosystem
Hiwin Mikrosystem
The Corporation
The Corporation
Hiwin Mikrosystem
Hiwin S.R.O
The Corporation
The Corporation
The Corporation
Hiwin Mikrosystem
The Corporation
The Corporation
The Corporation
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Other related party
Parent company
Parent company
Other related party
Other related party
Parent company
Parent company
Parent company
Other related party
Parent company
Parent company
Parent company
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Sale
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
$ (4,323,908)
(2,123,776)
(1,057,657)
(765,313)
(501,394)
(341,983)
(235,208)
(150,285)
172,926
(103,109)
4,323,908
2,123,776
341,860
(195,280)
1,057,657
765,313
501,394
143,629
341,983
235,208
150,285

(19%)

(9%)

(5%)

(3%)

(2%)

(1%)

(1%)

(1%)
2%

-
97%
71%
11%

(5%)
94%
89%
75%
22%
92%
82%
75%
O/A 120 days
O/A 90 days
O/A 180 days
O/A 150 days
O/A 120 days
O/A 180 days
O/A 60 days
O/A 120 days
O/A 90 days
O/A 90 days
O/A 120 days
O/A 90 days
O/A 90 days
O/A 45 days
O/A 180 days
O/A 150 days
O/A 120 days
O/A 90 days
O/A 180 days
O/A 60 days
O/A 120 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 1,686,443
976,788
713,740
568,908
190,503
167,078
36,483
53,803
(28,256)
-
(1,686,443)
(976,788)
(108,618)
17,532
(713,740)
(568,908)
(190,503)
(21,935)
(167,078)
(36,483)
(53,803)
26%
15%
11%
9%
3%
3%
1%
1%

-
-

(97%)

(83%)

(9%)
10%

(95%)

(93%)

(84%)

(10%)

(98%)

(71%)

(75%)

Note: Except for Hiwin Mikrosystem and Hiwin S.R.O, significant intercompany accounts and transactions have been eliminated.

212

TABLE 7

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance (Note ) Turnover Rate
(Times)
Overdue Overdue Amounts Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Actions Taken
The Corporation Hiwin Japan
Hiwin Japan
Hiwin Germany
Hiwin Italy
Hiwin Italy
Hiwin China
Hiwin USA
Hiwin Korea
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Trade receivables from related parties
$ 568,908
Other receivables from related parties
34,184
Trade receivables from related parties
976,788
Trade receivables from related parties
713,740
Other receivables from related parties
406
Trade receivables from related parties
1,686,443
Trade receivables from related parties
190,503
Trade receivables from related parties
167,078
1.94
-
3.42
2.06
-
3.24
3.50
2.84
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 29,250
34,184
275,879
101,600
406
790,053
63,368
62,501
$ -

-

-

-

-

-

-

-

Note : Significant intercompany accounts and transactions have been eliminated.

213

TABLE 8

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

No. Investee Company Counterparty Relationship (Note 1) Transaction Details Transaction Details
Financial Statement Account Amount (Note 2) Payment Terms % to
Total Sales or Assets
0 The Corporation Hiwin Germany
Hiwin Japan
Hiwin China
Hiwin Italy
Hiwin USA
Hiwin Korea
Hiwin Schweiz
HiwinSingapore
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Sales
Trade receivables
Sales
Trade receivables
Other receivables
Sales
Trade receivables
Sales
Trade receivables
Sales
Trade receivables
Sales
Trade receivables
Sales
Trade receivables
Sales
Trade receivables
$ 2,123,776
976,788
765,313
568,908
34,184
4,323,908
1,686,443
1,057,657
713,740
501,394
190,503
341,983
167,078
235,208
36,483
150,285
53,803
O/A 90 days
O/A 90 days
O/A 150 days
O/A 150 days
-
O/A 120 days
O/A 120 days
O/A 180 days
O/A 180 days
O/A 120 days
O/A 120 days
O/A 180 days
O/A 180 days
O/A 60 days
O/A 60 days
O/A 120 days
O/A 120 days
8
2
3
1
-
16
3
4
1
2
-
1
-
1
-
1
-

Note 1: Relationship of investee company to counterparty: (1) parent company to subsidiary; (2) subsidiary to parent company.

Note 2: Significant intercompany accounts and transactions have been eliminated.

Note 3: Unrealized gains from Hiwin China totaled $353,928 thousand.

214

TABLE 9

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars and Foreign Currencies)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2021 As of December 31, 2021 As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profit (Loss)
Note
December 31,
2021

December 31,
2020
Number of
Shares
% Carrying
Amount
The Corporation
Hiwin Germany
Hiwin Germany
Hiwin USA
Hiwin Japan
Mega-Fabs
Eterbright
Hiwin Singapore
Hiwin Korea
Matrix Precision
Hiwin Healthcare Corp.
Hiwin Italy
Matrix
Hiwin Schweiz
Hiwin S.R.O.
Hiwin Schweiz
Germany
United States of America
Japan
Israel
Taiwan
Singapore
Korea
Taiwan
Samoa
Italy
United Kingdom
Switzerland
Czech Republic
Switzerland
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Research, manufacture and sale of drivers and
controllers
Research, development, design, manufacture and sale
of solar cell, electronic components, electric power
supply, electric transmission and power distribution
machinery products
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Research, development, production, manufacture and
sale of gear cutting tools and machinery
Sale of medical robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
Design integrated application, research, development,
manufacture and sale of thread forming machinery
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
Sale of aerospace parts, ballscrews, linear guideways,
and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
$ 224,257
353,844
918,602
42,444
4,723,668
117,550
242,707
1,022,664
3,108
296,580
535,904
266,300
104
(CZK
70)
3,320
(EUR
72)
$ 224,257

353,844

817,642

42,444

2,983,556

117,550

202,945

603,244

3,108

296,580

461,344

266,300
104
(CZK
70)
3,320
(EUR
72)

-

2,148,000

62,200

240,000
345,460,592

5,000,000

1,760,000

34,294,075

100,000

-

5,449,500

243,000
-
57,000
100
100
100
40
85
100
100
50
100
100
100
81
32
19
$ 1,683,515
715,336
44,350
184,717
(123,039)
19,104
(66,630)
384,280
2,585
(49,816)
273,715
179,530
68,030
(EUR
2,172)
40,304
$ 326,315

145,238

(59,220)

74,362

(1,030,113)

32,041

(1,806)

(262,398)

(45)

51,447

(61,282)

59,768
(Note 1)

59,768
$ 326,315

145,238

(59,220)

29,745

(783,536)

32,041

(1,806)

(131,375)

(45)

51,447

(55,219)

59,768

(Note 1)

-
Subsidiary
Subsidiary
Subsidiary
Investment
accounted for
using the
equity method
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Investment
accounted for
using the
equity method
Subsidiary

Note 1: Exempted from disclosure in accordance with regulations.

Note 2: Except for Mega-Fabs and Hiwin S.R.O., the remaining investee companies are all consolidated entities and the significant intercompany accounts and transactions have been eliminated.

Note 3: For information on investments in mainland China, see Table 10.

215

TABLE 10

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
Method of
Investment
Accumulated
Outward
Remittance for
Investments from
Taiwan as of
January 1, 2021
Remittance of Funds Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investments from
Taiwan as of
December 31,
2021
Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021
Outward Inward
YIFU Finance
Hiwin China
Luren Shanghai
Suzhou Matrix
Finance leasing
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Sale of gear cutting tools and machinery
Sale of gear cutting tools and machinery
$ 232,872
(USD
8,413)
1,498,040
(RMB 300,000)

14,047
(USD
439)

9,076
(RMB
2,000)
(Note 1)
(Note 2)
(Note 2)
(Note 2)
$ 19,256
(USD
804)
1,498,040
(RMB 300,000)
14,047
(USD
439)
9,076
(RMB
2,000)
$ -
-
-
-
$ 19,256
(USD
804)

-

-

-
$ -

1,498,040
(RMB 300,000)
14,047
(USD
439)

9,076
(RMB
2,000)
$ 68,926
312,569
(4,253)
873
-
100
-
50
(Note 3)
$ 312,569
(Notes 4 and 6)
(2,132)
(Notes 4 and 6)
438
(Notes 4 and 6)
$ -
(Note 7)
1,826,457
(Note 6)
-
(Note 8)
3,162
(Note 6)
$ 139,396
(USD
4,640)
-
-
-
Investor Company Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2021
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investments
Stipulated by the Investment Commission,
MOEA
The Corporation $ 1,498,040
(RMB 300,000)
$ 1,498,040
(RMB 300,000)
(Note 5)
Matrix Precision $ 9,076
(RMB 2,000)
$ 9,076
(RMB 2,000)
$ 252,565
(Note 5)

Note 1: The investment in the company in mainland China was made through reinvestment in an existing company established in a third country.

Note 2: The investment in mainland China was made directly.

Note 3: The investment in Kaland was accounted for as a financial asset measured at FVTOCI; thus, no investment gain or loss was recognized.

Note 4: The investment gain (loss) is recognized according to the financial statements audited by the Corporation’s independent auditors.

Note 5: Calculated in accordance with the “Regulations on Screening and Approval of Investment and Technical Cooperation in Mainland China” issued by the Investment Commission of the Ministry of Economic Affairs, the Corporation has been certified by the Industrial Development Bureau of the Ministry of Economic Affairs as an enterprise that has conformed to the scope of operations of the headquarters; therefore, there is no investment limit. The upper limit on the amount of investments in Matrix Precision is 60% of the net assets of Matrix Precision.

Note 6: Significant intercompany accounts and transactions have been eliminated.

Note 7: YIFU Finance and Kaland have been liquidated in February 2021 and August 2021, respectively.

Note 8: Luren Shanghai has been liquidated in June 2021.

216

TABLE 11

HIWIN TECHNOLOGIES CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021

Name of Major Shareholder Shares
Number of Shares Percentage of
Ownership
Hiwin Investment Corporation 22,770,299 6.68%
  • Note 1: The information on major shareholders disclosed in the table above was calculated by the Taiwan Depository & Clearing Corporation based on the number of ordinary and preference shares held by shareholders with ownership of 5% or greater, that had completed dematerialized registration and delivery (including treasury shares) as of the last business day of the current quarter. The share capital recorded in the Corporation’s consolidated financial statements may differ from the number of shares that have completed dematerialized registration and delivery due to differences in the basis of preparation.

  • Note 2: If the above information is related to shareholders who have delivered their shares held to a trust, the information is separately disclosed by each trustor's account opened by the trustee. As for the declaration of insider shareholdings exceeding 10% in accordance with the securities and exchange act, the shareholdings include the shares held by the shareholder as well as those that have been delivered to the trust and for which the shareholder has the right to determine the use of trust property. For information on the declaration of insider shareholdings, refer to the Market Observation Post System website of the TWSE.

217

Appendix ii : Independent Financial Report of Recent Year audited and signed by CPA

The Board of Directors and Shareholders Hiwin Technologies Corporation

Opinion

We have audited the accompanying financial statements of Hiwin Technologies Corporation (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company’s financial statements for the year ended December 31, 2021 are described as follows:

Revenue Recognition

The sales of the Company mainly rely on distribution channels. Revenue from the sale of goods is recognized when the Company satisfies the performance obligations. There is a risk that revenue might be recognized even when specific conditions have not been satisfied. Because of the risk of misstatement and materiality of sales revenue generated by distribution channels, we identified the recognition of sales revenue as a key audit matter. The accounting policy on sales revenue recognition is disclosed in Note 4 to the financial statements.

Our key audit procedures performed in respect of revenue recognition included the following:

  1. We understood the internal controls and evaluated the design and implementation of key controls, and tested the operating effectiveness of relevant controls over order acceptance and shipping procedures; we selected sample sales transactions of distribution channels and verified that order receipts and the timing of the revenue recognition were in accordance with the terms of transaction.

218

  1. We validated the terms of transactions against sales contracts and orders from major distributors to ensure the consistency between terms of transaction and the timing of the revenue recognition; we tested the records of sales returns against source documents and checked whether there was any unusual item during the year and after the balance sheet date.

Valuation and Impairment Assessment of Inventory

As of December 31, 2021, the carrying amount of inventory was $4,681,275 thousand. Such carrying amount of inventory is measured at the lower of cost or net realizable value, which subject to the management’s judgment and estimation uncertainty. Therefore, valuation and impairment assessment of inventory was identified as a key audit matter. The accounting policy on the valuation and impairment assessment of inventory and the details of inventory are disclosed in Notes 4, 5 and 10 to the financial statements.

Our key audit procedures performed in respect of the valuation and impairment assessment included the following:

  1. We understood and assessed the related internal controls and procedures on the valuation of inventory.

  2. We assessed the reasonableness of allowance for impairment of inventory by reference to the aging of inventories and the level of inventory consumed and sold.

  3. We tested the net realizable value of sample inventory items, and checked the accuracy of the net realizable value.

  4. We compared the net realizable value of the sample inventory items with the carrying amount to confirm that the carrying amount of inventory did not exceed its net realizable value.

  5. We evaluated the adequacy of provision for obsolete and damaged inventories during our observation of inventory counts.

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

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

In preparing the financial statements, management 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.

219

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

220

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 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 audits resulting in this independent auditors’ report are Li-Tung Wu and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2022

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 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.

221

HIWIN TECHNOLOGIES CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable from unrelated parties, net (Notes 4 and 9)
Trade receivables from unrelated parties, net (Notes 4 and 9)
Trade receivables from related parties, net (Notes 4 and 26)
Inventories (Notes 4, 5 and 10)
Other current assets (Note 26)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Note 4)
Investments accounted for using the equity method (Notes 4, 11, 22, 23 and 26)
Property, plant and equipment (Notes 4, 12, 26 and 27)
Right-of-use assets (Notes 4, 13 and 26)
Deferred tax assets (Notes 4 and 20)
Prepayments for machinery and equipment (Notes 14 and 26)
Refundable deposits (Note 4)
Other non-current assets (Notes 4 and 26)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 15 and 27)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Contract liabilities - current (Note 4)
Notes payable
Trade payables to unrelated parties
Trade payables to related parties (Note 26)
Other payables (Notes 16 and 26)
Current tax liabilities (Notes 4 and 20)
Lease liabilities - current (Notes 4, 13 and 26)
Current portion of long-term borrowings (Notes 15 and 27)
Other current liabilities (Note 4)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 15 and 27)
Deferred tax liabilities (Notes 4 and 20)
Lease liabilities - non-current (Notes 4, 13 and 26)
Net defined benefit liabilities - non-current (Notes 4 and 17)
Guarantee deposits
Credit balance for investments accounted for using the equity method (Notes 4 and 11)
Other non-current liabilities (Note 15)

Total non-current liabilities

Total liabilities

EQUITY
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2021
Amount
%
$ 2,252,698
5
2,895
-
172,837
-
1,862,292
4
4,396,307 10
4,681,275 11

265,732

1


13,634,036
31

1,466,280
3
2,890
-
5,313,589 12
21,339,966 49
217,819
1
591,444
1
1,372,199
3
15,409
-

15,547

-


30,335,143
69

$ 43,969,179
100

$ 1,940,000
4
2,580
-
98,949
-
1,665
-
3,647,902
8
38,003
-
1,614,945
4
1,095,211
3
42,523
-
475,347
1

52,517

-


9,009,642
20

3,414,781
8
644,470
2
176,331
-
199,187
-
4,600
-
239,485
1

398

-


4,679,252
11


13,688,894
31

3,407,923
8
5,516,470 13
3,071,586
7
17,609,166 40

675,140

1


30,280,285
69

$ 43,969,179
100
2020
Amount
%
$ 1,333,122
3

128
-

51,500
-

3,916,607 10

2,152,891
5

3,675,909
9

472,616

1

11,602,773
28

944,234
2

2,906
-

5,228,078 12

21,629,762 52

236,881
1

300,492
1

1,713,968
4

10,385
-

144,458

-

30,211,164
72
$ 41,813,937
100
$ 1,980,000
5

7,327
-

20,397
-

8,762
-

3,056,834
7

12,397
-

1,151,080
3

259,185
1

48,593
-

982,093
2

45,010

-

7,571,678
18

4,974,625 12

521,597
1

189,008
-

263,247
1

984
-

730,210
2

460

-

6,680,131
16

14,251,809
34

3,308,663
8

5,600,568 13

2,892,584
7

15,363,677 37

396,636

1

27,562,128
66
$ 41,813,937
100




























































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

222

HIWIN TECHNOLOGIES CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 4 and 26)

COST OF GOODS SOLD (Notes 10, 19 and 26)

GROSS PROFIT
REALIZED (UNREALIZED) GAIN (Note 4)

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 19 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Subsidy revenue (Note 4)
Finance costs (Notes 4, 19 and 26)
Share of profit or loss of subsidiaries and associates
accounted for using the equity method
(Notes 4 and 11)
Interest income (Notes 4 and 26)
Gain from bargain purchase (Note 4)
Other income (Note 26)
Other expenses
Gain (loss) on disposal of property, plant and
equipment (Note 4)
Net foreign exchange gain (loss) (Notes 4 and 29)
Valuation loss on financial assets (liabilities) at fair
value through profit or loss (Note 4)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 20)

NET PROFIT FOR THE YEAR
2021
Amount
%
$ 23,005,899 100

15,238,729
66

7,767,170 34
(958,715)
(4)


6,808,455
30

363,754
2
947,127
4
795,556

3


2,106,437

9


4,702,018
21

52,370
-
(68,421)
-
(74,078)
-
9,786
-
-
-
118,643
-
(850)
-
(47,561)
-
(156,029) (1)

(4,492)

-

(170,632)
(1)

4,531,386 20
999,156

4


3,532,230
16
2020

































Amount
%
$ 16,783,132 100

12,933,183
77

3,849,949 23

117,570

1

3,967,519
24

267,447
2

723,872
4

800,216

5

1,791,535
11

2,175,984
13

16,582
-

(118,576) (1)

(288,024) (2)

7,925
-

46,271
-

101,013
1

(643)
-

334,842
2

167,947
1

(46,990)

-

220,347

1

2,396,331 14

466,601

3

1,929,730
11
(Continued)

223

HIWIN TECHNOLOGIES CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
(Note 4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 17)
Unrealized gain (loss) on investment in equity
instruments at fair value through other
comprehensive income
Share of other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 20)


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Share of the other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 20)


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 21)
Basic

Diluted
2021
Amount
%
$ 8,230
-
541,302
2
(2,372)
-

(1,646)

-


545,514

2

(327,790) (1)
(566)
-

65,558

-


(262,798)
(1)

282,716

1

$ 3,814,946
17

$ 10.36

$ 10.33
2020




















Amount
%
$ (74,368)
-

29,031
-

45,464
-

14,874

-

15,001

-

90,880
1

66
-

(18,176)

-

72,770

1

87,771

1
$ 2,017,501
12
$ 5.87
$ 5.86

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

(Concluded)

224

HIWIN TECHNOLOGIES CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2020

Appropriation of 2019 earnings
Legal reserve
Cash dividends - NT$1.8 per share
Share dividends - NT$0.3 per share


Issuance of ordinary shares for cash

Difference between consideration received or paid and the carrying amount of the
subsidiaries' net assets during actual disposal or acquisition

Changes in percentage of ownership interests in subsidiaries

Share-based payments

Disposals of investments in equity instruments designated as at fair value through
other comprehensive income

Net profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020, net of income
tax

Total comprehensive income for the year ended December 31, 2020

BALANCE AT DECEMBER 31, 2020

Appropriation of 2020 earnings
Legal reserve
Cash dividends - NT$2.0 per share
Share dividends - NT$0.3 per share


Changes in percentage of ownership interests in subsidiaries

Net profit for the year ended December 31, 2021
Other comprehensive income for the year ended December 31, 2021, net of income
tax

Total comprehensive income for the year ended December 31, 2021

BALANCE AT DECEMBER 31, 2021
Ordinary Shares
(Note 18)
$ 3,095,789

-
-

92,874


92,874


120,000


-


-


-


-

-

-


-


3,308,663

-
-

99,260


99,260


-

-

-


-

$ 3,407,923
Capital Surplus
(Note 18)
$ 3,236,274
-
-

-

-

2,215,000

-

84,098

65,196

-
-

-

-

5,600,568
-
-

-

-

(84,098)
-

-

-
$ 5,516,470
Retained Earnings (Note 18 and 23)
Legal Reserve
Unappropriated
Earnings
$ 2,706,052
$ 14,410,303
186,532
(186,532)
-
(557,242)

-

(92,874)

186,532

(836,648)

-

-

-

(125,678)

-

-

-

-

-

42,136
-
1,929,730

-

(56,166)

-

1,873,564

2,892,584

15,363,677
179,002
(179,002)
-
(661,733)

-

(99,260)

179,002

(939,995)

-

(350,958)
-
3,532,230

-

4,212

-

3,536,442
$ 3,071,586
$ 17,609,166
Other Equity (Note 4)
Exchange Differences on
Translating the
Unrealized Gain (Loss)
on Financial Assets at
Fair
Financial Statements of
Foreign Operations
Value Through Other
Compehensive Income
$ (409,634)
$ 704,469

-
-
-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

(42,136)

-
-

72,770

71,167


72,770

71,167


(336,864)

733,500

-
-
-
-

-

-


-

-


-

-

-
-

(262,798)

541,302


(262,798)

541,302

$ (599,662)
$ 1,274,802
Total Equity
$ 23,743,253
-
(557,242)

-

(557,242)

2,335,000

(125,678)

84,098

65,196

-
1,929,730

87,771

2,017,501

27,562,128
-
(661,733)

-

(661,733)

(435,056)
3,532,230

282,716

3,814,946
$ 30,280,285
















Legal Reserve
$ 2,706,052

186,532
-

-


186,532


-


-


-


-


-

-

-


-


2,892,584

179,002
-

-


179,002


-

-

-


-

$ 3,071,586

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

225

HIWIN TECHNOLOGIES CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (reversed) on trade receivables
Net loss (gain) on fair value changes of financial assets and
liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of employees’ share-based payments
Share of profit or loss of subsidiaries and associates
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized (realized) gains
Unrealized foreign currency exchange loss (gain), net
Gain from bargain purchase
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Inventories
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Dividend received
Interest paid
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from liquidation of financial assets at fair value through other
comprehensive income
2021
$ 4,531,386

1,649,169
3,892
863
(315)
68,421
(9,786)
(31,499)
-
74,078
47,561
95,654
958,715
27,560
-
(956)
(7,199)
(122,563)
(222,367)
(891,445)
206,912
78,552
(7,097)
622,743
470,285
7,507

(55,830)

7,494,241
9,758
31,499
(69,184)
(267,297)


7,199,017

-
19,256
2020
$ 2,396,331
1,727,817
16,667
(4,952)

7,199
118,576

(7,925)

(35,495)
65,196
288,024
(334,842)
89,000
(117,570)
(94,428)
(46,271)

(1,858)

2,555

724
(1,390,155)

1,462,971
(19,911)
(11,776)

181
1,010,080
123,737
(1,487)

(51,275)
5,191,113
7,911
35,495

(126,738)

(96,869)

5,010,912
(12,606)
-
(Continued)

226

HIWIN TECHNOLOGIES CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Return of capital surplus from financial assets at fair value through
other comprehensive income

Net cash outflow on acquisition of subsidiaries (Note 22)
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease (increase) in other non-current assets
Increase in prepayments for machinery and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings

Increase in guarantee deposit received
Repayment of the principal portion of lease liabilities
Dividends paid
Proceeds from issuance of ordinary shares
Acquisition of additional shares of subsidiary

Net cash used in financing activities

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
$ -

-
(538,794)
1,610
(5,024)
124,851

(680,433)

(1,078,534)

(40,000)
200,000
(2,266,701)
3,616
(61,275)
(661,733)
-
(2,374,814)

(5,200,907)

919,576

1,333,122

$ 2,252,698
2020
$ 120,477
(66,300)

(610,135)
674,477

6,622
(125,645)

(418,368)

(431,478)
(4,510,000)
223,500
(1,565,479)
884

(61,107)

(557,242)
2,335,000

(200,000)
(4,334,444)
244,990

1,088,132
$ 1,333,122

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

(Concluded)

227

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

HIWIN TECHNOLOGIES CORPORATION

1. GENERAL INFORMATION

Hiwin Technologies Corporation (the “Company”) was incorporated on October 11, 1989. It manufactures and sells ballscrews, linear guideways, industrial robots, aerospace automation equipment parts, computer numerical control (CNC) milling machines and medical equipment.

The Company obtained approval from the Securities and Futures Bureau (SFB), Financial Supervisory Commission (FSC) to become a public company on April 16, 1997. The shares of the Company have been listed on the Taiwan Stock Exchange (TWSE) since June 26, 2009.

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on February 25, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to 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 FSC

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the accounting policies of the Company.

  • b. The IFRSs endorsed by the FSC for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • Note 1: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

228

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of the above 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.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of the above 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.

229

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these financial statements, the Company used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated 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, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries, associates and the related equity items, as appropriate, in these financial statements.

  • c. 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 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 non-current.

230

d. Foreign currencies

In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of transaction.

For the purpose of presenting the financial statements, the functional currencies of the Company (including subsidiaries and associates in other countries or those that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

  • e. Inventories

Inventories consist of raw materials, supplies, work-in-process, finished goods and merchandise and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries attributable to the Company.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

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The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides this, 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 or losses resulting from downstream transactions are eliminated in full only in the parent company’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company’s financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

  • g. Investment in associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of equity of associates.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Company’s ownership interest is reduced due to its additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

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When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Company discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.

When the Company transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Company’ financial statements only to the extent of interests in the associate that are not related to the Company.

  • h. Property, plant, and equipment

Property, plant and equipment are measured at cost less recognized accumulated depreciation.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation 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.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Intangible assets

  • 1) Intangible assets 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. 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 effect of any changes in estimate accounted for on a prospective basis.

  • 2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

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  • j. Impairment of property, plant, and equipment, right-of-use assets and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets 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. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount (less amortization and depreciation) that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • k. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

  • i. Financial asset at FVTPL

A financial asset is classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 25.

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  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) 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.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables, and refundable deposits at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial asset; and

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

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Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Company always recognizes lifetime expected credit loss (ECL) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECL represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):

  • i. Internal or external information shows that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 90 days past due unless the Company has reasonable and corroborative information to support a more lagged default criterion.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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 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 that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

236

2) 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.

3) Financial liabilities

  • a) Subsequent measurement

Except the following situations, all the financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The fair value is determined in the manner described in Note 25.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 4) Derivative financial instruments

The Company enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.

Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instrument is negative, the derivative is recognized as a financial liability.

  • l. Provision

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Provisions for the expected cost of warranty obligations to assure that products comply with agree-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Company of the expenditure required to settle the Company’s obligation.

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m. Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

For contract where the period between the date on which the Company transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Company does not adjust the promised amount of consideration for the effects of a significant financing component.

Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location/the goods are shipped/the goods are picked up because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivable is recognized concurrently. The transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

The Company does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

n. Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

  • 2) The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, 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 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.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

238

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Company accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the balance sheets.

o. Borrowing costs

Borrowing costs 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. 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.

  • p. Government grants

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognized in profit or loss in the period in which they become receivable.

The benefit of a government loan received at a below-market rate of interest is treated as a government grant measured as the difference between the proceeds received and the fair value of the loan based on prevailing market interest rates.

  • q. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which 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

239

in which it occurs. 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 represent the actual deficit in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

r. Share-based payment arrangements

The fair value at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Company’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options; the expense is recognized in full at the grant date if the grants are vested immediately. The grant date of issued ordinary shares for cash which are reserved for employees is the date on which the number of shares that the employees purchase is confirmed.

At the end of each reporting period, the Company revises its estimate of the number of employee share options that are expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options.

  • s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is calculated 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 to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates. 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 assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

240

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred taxes for the year

Current and deferred taxes 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 taxes are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimations and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Company considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. 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 revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Key Sources of Estimation Uncertainty - Write-down of Inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value is based on current market conditions and historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents
Time deposits (investments with original maturities of 3 months or
less)

Rate of interest per annum (%)
Cash in bank
Time deposits (investments with original maturities of 3 months or
less)
December 31 December 31


2021
$ 1,167

1,885,766

365,765

$ 2,252,698

0.00-0.35
1.22-2.66
2020
$ 1,631
1,092,945

238,546
$ 1,333,122
0.00-0.30
1.10-2.40

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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

The Company’s financial assets and liabilities mandatorily designated as at fair value through profit or loss (FVTPL) are all generated from its derivative financial products of foreign exchange forward contracts. At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting are as follows:

Currency Maturity Date Notional Amount
(In Thousands)
December 31, 2021
Sell EUR/NTD 2022.1.18-2022.3.17 EUR7,900/NTD250,120
Sell RMB/NTD 2022.1.10-2022.3.18 RMB165,000/NTD712,853
Sell USD/NTD 2022.1.10-2022.3.10 USD3,200/NTD88,873
December 31, 2020
Sell EUR/NTD 2021.1.15-2021.4.21 EUR3,100/NTD105,754
Sell RMB/NTD 2021.1.5-2021.3.8 RMB85,000/NTD361,257
Sell USD/NTD 2021.1.26-2021.3.29 USD1,700/NTD47,862

The Company entered into foreign exchange forward contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT

Name of Investee Company
Domestic listed ordinary shares
Hiwin Mikrosystem Corp. (Hiwin Mikrosystem)

Domestic unlisted ordinary shares
Ever Fortune. AI Co., Ltd. (Ever Fortune)
Taichung International Country Club
Sunengine Corporation Ltd. (Sunengine)
King Kong Iron Work Ltd.
Overseas unlisted ordinary shares
Kaland Holdings Corp. (Kaland)

December 31 December 31


2021
$ 1,076,401

386,799
3,080
-
-
-

$ 1,466,280
2020
$ 860,140
45,017
2,650
-
-

36,427
$ 944,234

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The Investment Commission of Ministry of Economic Affairs (MOEA) approved the Company’s investment in Suzhou YIFU Finance Leasing Co., Ltd. (YIFU Finance). The investment in the amount of US$8,168 thousand was made through Kaland and Cheer Tone Group Limited in British Virgin Islands (BVI). YIFU Finance mainly engages in finance leasing services.

In October 2020, Kaland’s board of directors resolved to return US$4,213 thousand of share premium to the Company. In August 2021, the liquidation of Kaland had been approved by Kaland’s board of directors and it was liquidated to return of US$804 thousand in August 2021.

In December 2020, the Company acquired additional shares amounting to $12,606 thousand in Ever Fortune, and Ever Fortune’s shares have been listed on the Emerging Stock Market in September 2021.

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

9. NOTES RECEIVABLE AND TRADE RECEIVABLES

Notes receivable from unrelated parties
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss



Trade receivables from unrelated parties

At amortized cost

Gross carrying amount

Less: Allowance for impairment loss

December 31 December 31








2021
$ 174,583


(1,746)


$ 172,837



$ 1,862,386


(94)

$ 1,862,292
2020
$ 52,020

(520)
$ 51,500
$ 3,917,064

(457)
$ 3,916,607

a. Notes receivable

The Company’s aging of notes receivable is as follows:

Not past due

Past due


December 31 December 31



2021
$ 174,583


-


$ 174,583
2020
$ 52,020

-
$ 52,020

The above aging schedule was based on the past due days.

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  • b. Trade receivables

The Company determines the credit period of sales of goods based on the counterparty’s credit rating, location and transaction terms.

In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Company’s credit risk was significantly reduced.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlooks. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables:

December 31, 2021
Expected credit loss rate

Gross carrying amount

Loss allowance
(Lifetime ECL)


Amortized cost


December 31, 2020
Expected credit loss rate
Gross carrying amount

Loss allowance
(Lifetime ECL)


Amortized cost
Not Past Due
0.001%
$ 1,786,447


(18)

$ 1,786,429

0.001%
$ 3,586,723


(36)

$ 3,586,687
1 to 120 Days
121 to 360 Days
0.1%-1%
2%-4%
$ 75,939 $ -

(76)

-

$ 75,863
$ -

0.1%-1%
2%-4%
$ 327,212 $ 3,129

(356)

(65)

$ 326,856
$ 3,064
Over 360 Days
10%-100%
$ -

-

$ -

10%-100%
$ -

-

$ -
Total
$ 1,862,386

(94)
$ 1,862,292
$ 3,917,064

(457)
$ 3,916,607

The movements of loss allowance were as follows:

Balance at January 1, 2021

Net remeasurement of loss allowance

Balance at December 31, 2021
For the Year Ended
December 31, 2021
For the Year Ended
December 31, 2021


Notes
Receivable
$ 520


1,226

$ 1,746
Trade
Receivables
$ 457

(363)
$ 94

244

Balance at January 1, 2020

Net remeasurement of loss allowance

Balance at December 31, 2020
For the Year Ended
December 31, 2020
For the Year Ended
December 31, 2020


Notes
Receivable
$ 527


(7)

$ 520
Trade
Receivables
$ 5,402

(4,945)
$ 457

10. INVENTORIES

Merchandise

Finished goods
Work in process
Raw materials and supplies
Inventory in transit

December 31 December 31


2021
$ 2,893

761,794
1,475,002
2,128,236

313,350

$ 4,681,275
2020
$ 2,017
353,127
1,236,217
1,880,914

203,634
$ 3,675,909

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was $15,238,729 thousand and $12,933,183 thousand, respectively.

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 included inventory write-downs of $95,654 thousand and $89,000 thousand, respectively, and unallocated fixed overhead of $120,420 thousand and $142,866 thousand, respectively.

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Investments in associates

December 31 December 31


2021
$ 5,128,872


184,717

$ 5,313,589
2020
$ 5,076,047

152,031
$ 5,228,078

245

a. Investments in subsidiaries

Hiwin GmbH (“Hiwin Germany”)

Hiwin Corporation, U.S.A. (“Hiwin USA”)
Hiwin Corporation, Japan (“Hiwin Japan”)
Eterbright Solar Corporation (“Eterbright”)
Hiwin Singapore Pte. Ltd. (“Hiwin Singapore”)
Hiwin Corporation (“Hiwin Korea”)
Hiwin Technologies (China) Corporation (“Hiwin China”)
Matrix Precision Co., Ltd. (“Matrix Precision”)
Hiwin Healthcare Corp.
Hiwin S.R.L. (“Hiwin Italy”)
Matrix Machine Tool (Coventry) Limited (“Matrix”)
Hiwin (Schweiz) GmbH (“Hiwin Schweiz”)

Add: Credit balance of investments accounted for using the
equity method transferred to non-current liabilities


Name of subsidiary
Hiwin Germany
Hiwin USA
Hiwin Japan
Eterbright (Note 23)
Hiwin Singapore
Hiwin Korea
Hiwin China
Matrix Precision (Note 23)
Hiwin Healthcare Corp.
Hiwin Italy
Matrix
Hiwin Schweiz (Note 23)
December 31



2021
2020
$ 1,683,515
$ 1,934,803
715,336
648,513
44,350
39,300
(123,039)
(643,793)
19,104
(885)
(66,630)
(85,532)
1,826,457
1,798,349
384,280
95,313
2,585
2,706
(49,816)
88,729
273,715
261,614
179,530

206,720
4,889,387
4,345,837
239,485

730,210
$ 5,128,872
$ 5,076,047
Proportion of Ownership and
Voting Rights
2021
2020
100%
100%
100%
100%
100%
100%
85%
74%
100%
100%
100%
100%
100%
100%
50%
51%
100%
100%
100%
100%
100%
100%
81%
81%

Refer to Note 23 to the consolidated financial statements for the year ended December 31, 2021, for the disclosure of the Company’s acquisition of Hiwin Schweiz.

The investments in subsidiaries accounted for using the equity method and the share of profit of loss and other comprehensive income of those investments for the years ended December 31, 2021 and 2020 were based on the subsidiaries’ financial statements which have been audited for the same years.

246

b. Investments in associates

Associates that are not individually material


The Company’s share of:
Profit for the year

Other comprehensive income (loss) for the year

Total comprehensive income for the year
December 31 December 31
2021
2020
$ 184,717
$ 152,031
For the Year Ended December 31


2021
$ 29,745


-

$ 29,745
2020
$ 19,594

-
$ 19,594

Investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2021 and 2020 were calculated based on the financial statements which have been audited.

12. PROPERTY, PLANT AND EQUIPMENT


Cost


Land

Buildings and improvements
Machinery and equipment

Transportation equipment
Miscellaneous equipment
Construction in progress


Accumulated depreciation
Buildings and improvements
Machinery and equipment

Transportation equipment

Miscellaneous equipment



For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021














Beginning
Balance
$ 3,890,629
11,321,802
11,812,851
60,682
1,851,021

34,444

28,971,429

1,530,504
4,736,599
31,109

1,043,455


7,341,667


$ 21,629,762
Additions
$ -

21,773

209,199

1,857

83,226

217,193

$ 533,248

$ 240,030

1,344,779

10,570

200,696

$ 1,796,075


Disposals
$ -

(92)
(1,219,674)

(11,346)

(265,249)

-

$ (1,496,361)

$ (92)
(1,177,218)

(11,346)

(258,534)

$ (1,447,190)


Reclassified
Amount
$ -

126,269

964,764

30,009

12,221

(111,061)

$ 1,022,202

$ -

-

-

-

$ -


Ending
Balance
$ 3,890,629
11,469,752
11,767,140

81,202

1,681,219

140,576
29,030,518

1,770,442

4,904,160

30,333

985,617

7,690,552
$ 21,339,966

247


Cost


Land

Buildings and improvements
Machinery and equipment

Transportation equipment
Miscellaneous equipment
Construction in progress



Accumulated depreciation
Buildings and improvements
Machinery and equipment

Transportation equipment

Miscellaneous equipment



For the Year Ended December 31, 2020 For the Year Ended December 31, 2020 For the Year Ended December 31, 2020















Beginning
Balance
$ 3,971,527
11,095,696
12,703,010
64,439
1,803,611

327,616

29,965,899


1,436,753
5,294,576
25,063

872,681


7,629,073


$ 22,336,826
Additions
$ -

33,013

216,219

-

70,357

288,340

$ 607,929


$ 235,887

1,439,721

9,803

220,464

$ 1,905,875

Disposals
$ (80,898)

(388,419)
(2,004,236)

(3,757)

(55,606)

-

$ (2,532,916)


$ (142,136)
(1,997,698)

(3,757)

(49,690)

$ (2,193,281)

Reclassified
Amount
$ -

581,512

897,858

-

32,659

(581,512)

$ 930,517


$ -

-

-

-

$ -


Ending
Balance
$ 3,890,629
11,321,802
11,812,851

60,682

1,851,021

34,444
28,971,429

1,530,504

4,736,599

31,109

1,043,455

7,341,667
$ 21,629,762

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings and improvements
Main buildings 28-55 years
Electrical power equipment 35 years
Engineering system 8-55 years
Machinery and equipment
Machinery equipment 3-15 years
Inspection equipment 3-10 years
Transportation equipment 5-10 years
Miscellaneous equipment 2-15 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 27.

13. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amounts
Land

Buildings

December 31 December 31


2021
$ 122,323


95,496

$ 217,819
2020
$ 128,761

108,120
$ 236,881

248


Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 44,071

$ 8,155


54,346

$ 62,501
2020
$ 86,246
$ 8,048

54,446
$ 62,494

b. Lease liabilities

Carrying amounts
Current

Non-current

Range of discount rate for lease liabilities was as follows:
December 31 December 31

2021
$ 42,523

$ 176,331
2020
$ 48,593
$ 189,008
Land
Buildings
December 31
2021
2020
1.45%
1.45%
1.45%
1.45%

c. Material lease-in activities and terms

The Company leases certain land and buildings for the use of plants and offices with lease terms of 2 to 20 years. The lease contract for land specifies that lease payments will be adjusted on the basis of changes in the consumer price index or announced land value prices. The Company does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms.

  • d. Other lease information

Expenses relating to short-term leases

Expenses relating to low-value asset leases

Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 604

$ 2,242

$ (67,603)
2020
$ 345
$ 2,277
$ (67,190)

The Company’s leases of certain equipment qualify as short-term leases and low-value asset 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.

249

14. PREPAYMENTS FOR MACHINERY AND EQUIPMENT

The aging of prepayments for machinery and equipment is as follows:

The Date of Initial Cost Contribution
Within 1 year

1-2 years
2-5 years
More than 5 years

December 31 December 31


2021
$ 505,447

148,769
643,629
74,354

$ 1,372,199
2020
$ 320,821
350,072
1,021,724

21,351
$ 1,713,968

In order to maintain key manufacturing technologies, reduce product costs and improve automation of the equipment, the Company designed, developed, and assembled the equipment by itself. The abovementioned prepayments for machinery and equipment include both internally-developed and outsourced equipment.

15. BORROWINGS

  • a. Short-term borrowings
Secured borrowings(Note 27)
Loans for export sales

Unsecured borrowings
Line of credit borrowings


Rate of interest per annum (%)
Loans for export sales
Line of credit borrowings
December 31 December 31


2021
$ 940,000

1,000,000

$ 1,940,000

0.61
0.71-0.80
2020
$ 710,000

1,270,000
$ 1,980,000
0.51
0.77-0.88

250

b. Long-term borrowings

Secured borrowings(Note 27)
Secured loans

Unsecured borrowings
Unsecured loans

Less: Current portion

Long-term borrowings

Rate of interest per annum (%)
Secured loans
Unsecured loans
December 31 December 31



2021
$ 3,687,269


202,859

3,890,128

(475,347)

$ 3,414,781

0.36-1.17
0.70-0.93
2020
$ 5,753,873

202,845
5,956,718

(982,093)
$ 4,974,625
0.36-1.49
0.70-0.89

In August 2019, the Company received a qualification letter for the Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan from the Ministry of Economic Affairs, and therefore received the subsidy for processing fee of long-term borrowing. As of December 31, 2021, $23,500 thousand was drawn down for the purchase of machinery and equipment and the use of operating capital. The Company recognized $501 thousand as a government grant, which is the difference between the loan amount obtained at a lower-than-market interest rate and the fair value, which was accounted for as deferred revenue and would be subsequently recognized in profit or loss over the useful life of the asset.

16. OTHER PAYABLES

Payables for salaries and bonuses

Payables for compensation of employees
Payables for remuneration of directors
Payables for annual leave
Payables for purchases of building and equipment
Others

December 31 December 31


2021
$ 772,800

297,411
148,706
127,342
15,993
252,693

$ 1,614,945
2020
$ 566,076
154,385
77,193
106,976
21,539

224,911
$ 1,151,080

17. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

251

b. Defined benefit plans

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2021
$ 353,684


(154,497)

$ 199,187
2020
$ 373,605

(110,358)
$ 263,247

Movements in net defined benefit liabilities were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2021
$ 373,605
$ (110,358)

Service cost
Current service cost
1,963
-
Past service cost
(411)
-
Net interest expense (income)

1,293

(382)

Recognized in profit or loss

2,845

(382)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(1,691)
Actuarial loss - changes in demographic
assumptions
1,180
-
Actuarial gain - changes in financial
assumptions
(13,040)
-
Actuarial loss - experience adjustments

5,321

-

Recognized in other comprehensive income

(6,539)

(1,691)

Contributions from the employer
-
(58,293)
Benefits paid

(16,227)

16,227




Balance at December 31, 2021
$ 353,684
$ (154,497)
Net Defined
Benefit
Liabilities
$ 263,247
1,963
(411)

911

2,463
(1,691)
1,180
(13,040)

5,321

(8,230)

(58,293)

-
$ 199,187

252

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2020
$ 316,274
$ (76,120)

Service cost
Current service cost
1,772
-
Past service cost
(49)
-
Net interest expense (income)

2,305

(522)

Recognized in profit or loss

4,028

(522)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(2,843)
Actuarial loss - changes in demographic
assumptions
324
-
Actuarial loss - changes in financial
assumptions
15,793
-
Actuarial loss - experience adjustments

61,094

-

Recognized in other comprehensive income

77,211

(2,843)

Contributions from the employer
-
(54,781)
Benefits paid

(23,908)

23,908

Balance at December 31, 2020
$ 373,605
$ (110,358)
Net Defined
Benefit
Liabilities
$ 240,154
1,772
(49)

1,783

3,506
(2,843)
324
15,793

61,094

74,368

(54,781)

-
$ 263,247

Through the defined benefit plans under the Labor Standards Act, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates
Expected rates of salary increase
Turnover rate
December 31
2021
2020
0.70%
0.35%
2.00%
2.00%
0.68%
0.90%

253

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase

0.25% decrease

Expected rate of salary increase/decrease
0.25% increase

0.25% decrease

Turnover rate
10% increase

10% decrease
December 31 December 31





2021
$ (9,043)

$ 9,377

$ 9,232

$ (8,952)

$ (164)

$ 164
2020
$ (9,993)
$ 10,377
$ 10,181
$ (9,858)
$ (270)
$ 271

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.

Expected contributions to the plan for the next year

Average duration of the defined benefit obligation
December 31 December 31
2021
$ 5,894

10 years
2020
$ 5,916
10 years

18. EQUITY

  • a. Ordinary shares
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2021
1,000,000

$ 10,000,000

340,792

$ 3,407,923
2020

1,000,000
$ 10,000,000

330,866
$ 3,308,663

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

On September 17, 2020, the Company’s board of directors resolved to issue 12,000 thousand ordinary shares, with a par value of $10, for a consideration of $195 per share. On October 20, 2020, the above transaction was approved by the FSC, and the subscription base date was determined as December 22, 2020 by the board of directors.

According to the Company Act, the issuance of ordinary shares for cash shall appropriate 10% of the total amount of new shares for subscription by employees. According to IFRS2 “Share-based Payment”, the Company recognized salary expense and share premium in the amount of $65,196 thousand in 2020.

254

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Issuance of ordinary shares


May only be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Invalid employee shares

December 31 December 31




2021
$ 5,509,020



-

7,450

$ 5,516,470
2020
$ 5,509,020
84,098

7,450
$ 5,600,568
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions.

  • c. Retained earnings and dividend policy

Under the dividends policy as set forth in the Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, until the accumulated legal reserve equals the Company’s paid-in capital, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit shall be distributed as dividends, where the dividends distributed should not exceed 6% of the remaining profit. The Company’s profit may be distributed in the form of cash or share dividends; however, the ratio of share dividends distributed shall not exceed two-thirds of the Company’s total amount of dividends and bonuses distributed to shareholders. A distribution plan is also to be made by the board of directors and should be resolved in the shareholder’s meeting. The dividends could be distributed in whole or in part by cash after the resolution has been passed by more than half of the directors present at the meeting of the board of directors, in which at least two-thirds of the total number of directors should be present. In addition, a report of such distribution shall be submitted to the shareholders’ meeting. For the policies on the distribution of compensation of employees and remuneration of directors after the amendment, refer to compensation of employees and remuneration of directors in Note 19-c.

The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

255

The appropriations of cash dividends per share for 2020 and 2019 were as follows:

Legal reserve

Cash dividends
Share dividends
Appropriation of Earnings
For the Year Ended
December 31
2020
2019
$ 179,002 $ 186,532
661,733
557,242
99,260
92,874
Dividends Per Share (NT$)
For the Year Ended
December 31
2020
2019


$ 2
$ 1.8

0.3
0.3

The appropriations of earnings for 2021 had been proposed by the Corporation’s board of directors on February 25, 2022. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 318,548
Cash dividends 1,533,565
$ 4.5

The appropriation of earnings for 2021 is subject to the resolution of the shareholders in their meeting to be held on June 27, 2022.

19. NET PROFIT FROM CONTINUING OPERATIONS

  • a. Finance costs

Interest on bank loans

Interest on lease liabilities


Information about capitalized interest is as follows:

Capitalized interest

Capitalization rates (%)
For the Year Ended December 31
2021
2020
$ 64,939
$ 115,115

3,482

3,461
$ 68,421
$ 118,576
For the Year Ended December 31
2021
2020
$ 5,769
$ 13,568
1.10-1.20
1.08-1.45

256

b. Employee benefits expense, depreciation and amortization expenses

Operating Operating
Costs Expenses Total
For the Year Ended December 31, 2021
Short-term employee benefits
Salary $ 3,268,443 $ 997,747 $ 4,266,190
Labor and health insurance 286,431 70,895 357,326
Post-employment benefits
Defined contribution plans 122,811 32,951 155,762
Defined benefit plans (Note 17) 2,276 187 2,463
Remuneration to directors - 150,146 150,146
Other employee benefits 138,004 32,086 170,090
Depreciation expenses 1,453,971 195,198 1,649,169
Amortization expenses 2,847 1,045 3,892
For the Year Ended December 31, 2020
Short-term employee benefits
Salary 2,406,155 812,537 3,218,692
Labor and health insurance 205,526 68,257 273,783
Post-employment benefits
Defined contribution plans 86,313 33,481 119,794
Defined benefit plans (Note 17) 3,229 277 3,506
Equity-settled share-based payments 38,303 26,893 65,196
Remuneration to directors - 78,633 78,633
Other employee benefits 119,888 30,872 150,760
Depreciation expenses 1,542,089 185,728 1,727,817
Amortization expenses 14,660 2,007 16,667

As of 2021 and 2020, the Company had an average of 4,766 and 4,564 employees, respectively. There were 6 directors who did not serve concurrently as employees for both years. The headcounts were based on those used in the calculation of employee benefit expense.

As of 2021 and 2020, the average of employee benefits expense was $1,040 thousand and $841 thousand, respectively; as of 2021 and 2020, the average of employee salaries was $896 thousand and $706 thousand, respectively, and the change in the average employee salaries was 27%.

The Company did not have any supervisors in 2020 and 2021; therefore, there is no remuneration for supervisors.

The annual salary provided by the Company to employees is higher than the industry average, and the salary of new employees in Taiwan and around the world is higher than the local minimum salary. Adhering to the concept of equal pay for equal work and retaining employees, all assessments are taken into consideration. Through new assessments, quarterly assessments, year-end assessments, and project assessments, the Company encourages and rewards the contributions of outstanding employees. Payment of different bonuses is also a key feature of the reward scheme; for example, the lifetime premium system, which is the new technology developed by employees to make more profits. The Company will regularly pay bonuses equivalent to the authorization fee to employees, so that employees and the Company can share their achievements.

257

In addition, the managers of the Company are regarded as ordinary employees receiving salaries, and various bonuses, dividends and benefits are paid according to the operation and profit status, taking into account the Company's operating results and the scope of management and responsibility of each manager in the Company. The condition and the results of the annual performance evaluation are given reasonable remuneration; the policy for remuneration of managers is based on the Company’s salary scale, salary treatment method and the scope of rights and responsibilities of the position in the Company and the contribution to the Company’s operating performance for the payment of dividends, year-end bonuses and other remuneration.

The Company sets the remuneration procedures for directors, which is based on director’s performance evaluation and remuneration system, board performance evaluation method and manager’s performance evaluation and bonus system as the basis of evaluation; In addition to the Company’s overall operating performance, future risks and development trends of the industry, it also refers to the results obtained from the performance evaluation standards and its contribution to the Company which pays reasonable remuneration; the remuneration of the general manager and deputy general manager is based on salary and various treatment procedures and takes into account the relevance of the manager’s performance and the Company’s overall business performance and future risks, and the salary and compensation committee will make recommendations to the board of directors for resolution, based on the actual operating conditions and relevant regulations of the remuneration system to balance the Company’s sustainable operation and risk control measures.

c. Compensation of employees and remuneration of directors

According to the Articles of Incorporation of the Company, the Company accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 4%, respectively, of net profit before income tax, compensation of employees, and the remuneration of directors. The compensation of employees and remuneration of directors for the years ended December 31, 2021 and 2020 which have been approved by the Company’s board of directors on February 25, 2022 and March 23, 2021, respectively, were as follows:

Cash

Compensation of employees
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2021
Accrual rate
Amount

6.0%
$ 297,411
3.0%
148,706
2020
Accrual rate
Amount

5.9%
$ 154,385

2.9%
77,193

If there will be a change in the amounts after the annual 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 compensation of employees and remuneration of directors paid and the amounts recognized in the financial statements for the years ended December 31, 2020 and 2019.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

258

20. INCOME TAXES

a. Major components of income tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax of unappropriated earnings
Land value increment tax
Adjustments for prior years

Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 1,070,862

28,293
-
4,168


(104,167)

$ 999,156
2020
$ 214,243
29,113
34,729
42,114

146,402
$ 466,601

A reconciliation of accounting profit and income tax expense is as follows:


Income tax expense calculated at the statutory rate

Non-deductible expenses in determining taxable income
Tax-exempt income
Others
Income tax on unappropriated earnings
Investment tax credits used

Current tax
Land value increment tax
Unrecognized deductible temporary differences
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 906,277

420
-
(8,740)
48,785
(108,461)

838,281
-
156,707

4,168

$ 999,156
2020
$ 479,266
634
(97,422)

795
66,690

(139,498)
310,465
34,729
79,293

42,114
$ 466,601

In accordance with Rule No. 10904550440 issued by the Ministry of Finance (MOF) of the ROC, the Company used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Company’s unappropriated earnings for 2018 for filing the additional tax. For the 2020 financial reporting purpose, the tax on unappropriated earnings for 2018 is measured based on the actual profit for 2020, and the current income tax payable is adjusted accordingly.

In addition, in accordance with Rule No. 10904558730 issued by the MOF, the Company has deducted the amount of dividends distributed in 2020 attributable to the increase in the beginning retained earnings for 2018 as a result of initial adoption of IFRS 9 when calculating the tax on unappropriated earnings for 2018.

259

  • b. Income tax expense (gain) recognized in other comprehensive income

Deferred tax
In respect of the current year:
Translation of foreign operations

Remeasurement of defined benefit plans

For the Year Ended For the Year Ended December 31


2021
$ (65,558)

1,646

$ (63,912)
2020
$ 18,176

(14,874)
$ 3,302

c. Deferred tax assets and liabilities

Deferred tax assets
Temporary differences
Unrealized intercompany profit

Defined benefit obligations
Allowance for inventory devaluation
Impairment loss on financial assets
Payable for annual leave
Financial liabilities at FVTPL
Provisions
Exchange difference on foreign
operations
Unrealized loss on foreign currency
exchange
Others


Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries
Gain from bargain purchase
Unrealized gain on foreign currency
exchange
Financial assets at FVTPL

For the Year Ended December 31, 2021





Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 97,960 $ 191,743 $ -
24,723
-
(1,646)
63,400
19,131
-
4,071
-
-
21,395
4,073
-
1,440
(1,440)
-
3,192
1,361
-
84,280
-
65,558
-
5,330
-

31

6,842

-

$ 300,492
$ 227,040
$ 63,912

$ 491,005 $ 144,148 $ -
9,254
-
-
21,338
(21,338)
-

-

63

-

$ 521,597
$ 122,873
$ -
Closing
Balance
$ 289,703

23,077

82,531

4,071

25,468

-

4,553

149,838
5,330

6,873
$ 591,444
$ 635,153

9,254

-

63
$ 644,470

260

Deferred tax assets
Temporary differences
Unrealized intercompany profit

Defined benefit obligations
Allowance for inventory devaluation
Impairment loss on financial assets
Payable for annual leave
Financial liabilities at FVTPL
Provisions
Exchange difference on foreign
operations
Unrealized loss on foreign currency
exchange
Others



Deferred tax liabilities
Temporary differences
Unappropriated earnings of
subsidiaries
Gain from bargain purchase
Unrealized gain on foreign currency
exchange
Financial assets at FVTPL

For the Year Ended December 31, 2020






Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 121,474 $ (23,514) $ -
17,417
(7,568)
14,874
45,600
17,800
-
7,022
(2,951)
-
16,540
4,855
-
-
1,440
-
3,071
121
-
102,456
-
(18,176)
14,705
(14,705)
-

32

(1)

-




$ 328,317
$ (24,523)
$ (3,302)

$ 399,207 $ 91,798 $ -
-
9,254
-
-
21,338
-

511

(511)

-

$ 399,718
$ 121,879
$ -
Closing
Balance
$ 97,960

24,723

63,400

4,071

21,395

1,440

3,192

84,280
-

31
$ 300,492
$ 491,005

9,254

21,338

-
$ 521,597

d. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the balance sheets

Investment loss
December 31 December 31
2021
$ 3,090,137
2020
$ 2,306,601

e. Income tax assessments

The tax returns of the Company through 2019 have been assessed by the tax authorities.

261

21. EARNINGS PER SHARE

For the Year Ended December 31, 2021
Basic earnings per share
Profit for the year

Effect of potentially dilutive ordinary shares
Compensation of employees

Diluted earnings per share
Profit for the year plus effect of potentially
dilutive ordinary shares

For the Year Ended December 31, 2020
Basic earnings per share
Profit for the year

Effect of potentially dilutive ordinary shares
Compensation of employees

Diluted earnings per share
Profit for the year plus effect of potentially
dilutive ordinary shares
Number of
Earnings Per
Shares
Share
Net Profit
(In Thousands)
(NT$)
$ 3,532,230
340,792
$ 10.36
-

1,053
$ 3,532,230

341,845
$ 10.33
$ 1,929,730
328,770
$ 5.87
-

580
$ 1,929,730

329,350
$ 5.86

The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on September 23, 2021. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2020 were as follows:

Unit: NT$ Per Share
Before After
Retrospective Retrospective
Adjustment Adjustment
Basic earnings per share $ 6.05
$ 5.87
Diluted earnings per share $ 6.03
$ 5.86

Since the Company offered to settle compensation paid to employees in cash or shares, the Company 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 effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

262

22. ACQUISITION OF SUBSIDIARY WITH OBTAINED CONTROL

Proportion of
Voting Equity Consideration
Interests Transferred
Subsidiary Principal Activity Date of Acquisition
Acquired (%)

(Cash)
Hiwin Manufacture and sale of
April 1, 2020

50
$ 66,300
Schweiz aerospace parts, ballscrews,
linear guideways and
industrial robots

Hiwin Schweiz was acquired by the Company in order to expand the development in the field of drive control, enhance its competitive advantage and increase the scale of operations. For the details about the acquisition of Hiwin Schweiz, refer to Note 23 to the consolidated financial statements for the year ended December 31, 2021.

23. PARTIAL ACQUISITION OF SUBSIDIARIES - WITHOUT LOSS OF CONTROL

On June 24, 2021 and December 30, 2021, the Company subscribed for additional new shares of Eterbright at a percentage different from its existing ownership percentage, thereby increasing its continuing interest from 74% to 85%, and recognized a decrease of $86,057 thousand in capital surplus and a decrease of $350,958 thousand in retained earnings.

On January 8, 2021 and May 10, 2021, the Company subscribed for additional new shares of Matrix Precision at a percentage different from its existing ownership percentage, thereby decreasing its continuing interest from 51% to 50%; and recognized $1,959 thousand in capital surplus.

On December 1, 2020, the Company acquired additional shares of Hiwin Schweiz; thus, the Company’s continuing interest increased from 50% to 81%.

On February 29, 2020, the Company did not subscribe for any newly issued shares of Matrix Precision; thus, the Company’s continuing interest decreased from 71% to 51%, and recognized $84,098 thousand in capital surplus.

The above transactions were accounted for as equity transactions, since the Company did not cease to have control over these subsidiaries.

24. CAPITAL MANAGEMENT

To support the needs for expansion and upgrade of its plant and equipment, the Company has to maintain an appropriate amount of capital. Therefore, the Company manages its capital to ensure it has the necessary financial resources and operating plan to support the required operating funds, capital expenditures, research and development fees, debt repayment and dividend payments in the next 12 months to achieve an overall balanced capital structure.

Key management personnel of the Company review the capital structure periodically. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Company may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.

263

25. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

The Company’s financial assets and liabilities at FVTPL are measured at fair value using Level 2 inputs, and the financial assets at FVTOCI are measured at fair value using Level 1 inputs and Level 3 inputs.

  • 2) Valuation techniques and inputs applied for the purpose of Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs

Derivatives - foreign currency Discounted cash flow. forward contracts

  • Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • b. Categories of financial instruments

Financial assets
FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
FVTPL
Mandatorily classified as at FVTPL
Financial liabilities at amortized cost (2)
December 31
2021
2020
$ 2,895
$ 128
8,702,433
7,467,411
1,466,280
944,234
2,580
7,327
11,137,243
12,166,775
  • 1) The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables (including from related parties), financial assets at amortized cost - non-current and refundable deposits.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, notes payable, trade payables (including from related parties), other payables, long-term borrowings (including those due within one year) and guarantee deposits received.

  • c. Financial risk management objectives and policies

The Company’s major financial instruments include equity and debt investments, trade receivables, trade payables, lease liabilities and borrowings. The Company’s Corporate Treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

264

The plans for material treasury activities are reviewed by the audit committee and the board of directors in accordance with procedures required by relevant regulations and internal controls.

1) Market risk

The Company entered into some derivative financial instruments, mainly forward foreign exchange contracts, to manage its exposure to foreign currency risk arsing on translation of sales and receivables from the export of precision component to USA, Germany, Japan and China.

There had been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Company’s operating activities and net investment in foreign operations are denominated in foreign currencies. Consequently, the Company is exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Company utilizes foreign exchange forward contracts to hedge its currency exposure. These instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements.

Since the Company’s net investments in foreign operations are held for strategic purposes, they are not hedged.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Company was mainly exposed to the USD, EUR, JPY and RMB.

The sensitivity analysis of foreign currency risk used when reporting foreign currency risk internally to key management personnel mainly focuses on foreign currency denominated monetary items at the end of the reporting period. When the NTD had increased by 1% against the relevant foreign currency, the post-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $54,065 thousand and $52,143 thousand, respectively.

b) Interest rate risk

The Company is exposed to interest rate risk because the Company borrowed funds at both fixed and floating interest rates.

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

Fair value interest rate risk
Deposits in bank

Lease liabilities
December 31
2021
2020
$ 365,765
$ 238,546
218,854
237,601
(Continued)

265

Cash flow interest rate risk
Deposits in bank

Short-term borrowings
Long-term borrowings
December 31
2021
2020
$ 1,662,010
$ 1,001,104
1,940,000
1,980,000
3,890,128
5,956,718
(Concluded)

Sensitivity analysis

For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher and all other variables were held constant, the Company’s post-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $33,345 thousand and $55,485 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. At the end of the reporting period, the counterparties are all creditworthy organizations; thus, no significant credit risk is expected.

The counterparties of the Company’s trade receivables cover a large number of customers, spread across diverse industries. Ongoing credit evaluation is performed on the financial condition of the counterparties of trade receivables.

The Company’s credit risk by geographical locations was mainly concentrated in Asia, which accounted for 65% and 85% of the total trade receivables as of December 31, 2021 and 2020, respectively.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2021 and 2020, the Company had available unutilized bank loan facilities of $8,171,041 thousand and $8,740,930 thousand, respectively.

The following table details the Company’s remaining contractual obligations for its financial liabilities with agreed repayment periods. The tables below had been drawn up based on the undiscounted contractual maturities of the financial liabilities.

266

December 31, 2021
Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities


Derivative financial liabilities
Foreign exchange forward contracts

December 31, 2020
Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities


Derivative financial liabilities
Foreign exchange forward contracts
Less Than
1 Year
$ 5,302,515

46,101

2,415,347

$ 7,763,963

$ 2,580

$ 4,229,073

60,530

2,962,093

$ 7,251,696

$ 7,327
1-5 Years
$ -

94,510

1,895,594

$ 1,990,104

$ -

$ -

99,629

2,657,422

$ 2,757,051

$ -
5+ Years
$ -
95,142

1,519,187
$ 1,614,329
$ -
$ -
110,207

2,317,203
$ 2,427,410
$ -

Further information on the maturity analysis of the above financial liabilities was as follows:

December 31, 2021
Lease liabilities

Variable interest rate
liabilities


December 31, 2020
Lease liabilities

Variable interest rate
liabilities

Less than 1
Year
$ 46,101

2,415,347

$ 2,461,448

$ 60,530

2,962,093

$ 3,022,623
1-5 Years
$ 94,510

1,895,594

$ 1,990,104

$ 99,629

2,657,422

$ 2,757,051
5-10 Years
$ 49,485

1,196,552

$ 1,246,037

$ 55,763

1,680,554

$ 1,736,317
10-15 Years
$ 45,657

322,635

$ 368,292

$ 45,370

621,482

$ 666,852
15-20 Years
$ -

-
$ -
$ 9,074

15,167
$ 24,241

267

26. TRANSACTIONS WITH RELATED PARTIES

The significant transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:

  • a. Related party name and categories
Related Party Name
Hiwin Germany

Hiwin USA

Hiwin Japan

Eterbright

Hiwin Singapore

Hiwin Korea

Hiwin China

Matrix Precision

Hiwin Healthcare Corp.

Hiwin Italy

Matrix

Hiwin Schweiz

Mega-Fabs Motion Systems Ltd. (Mega-Fabs)

Hiwin Mikrosystem

Hiwin Investment and Holding Corporation
(Hiwin Investment Corporation)

Hiwin Technologies Foundation in Education
(Hiwin Education Foundation)
Related Party Categories
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Other related party
Other related party
Other related party
  • b. Operating transactions

1) Sales of goods
Hiwin China

Subsidiaries
Other related parties

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 4,323,908

5,199,382

103,109

$ 9,626,399
2020
$ 2,496,837
2,603,847

86,739
$ 5,187,423

Due to the differences in product specifications, the selling prices of goods sold to related parties and those sold to third parties are not comparable. The selling price is quoted at cost plus a reasonable margin based on the market and competitor pricing.

268


2) Purchases of goods
Other related parties

Subsidiaries

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 172,926

19,584

$ 192,510
2020
$ 46,509

8,451
$ 54,960

The products purchased from related parties and those from third parties are not the same, therefore, their prices are not comparable.

3) Other operating transactions


Non-operating income - dividend income (classified as other
income)
Hiwin Mikrosystem

Non-operating income - other income
Subsidiaries

Other related parties


Manufacturing and operating expenses
Subsidiaries

Other related parties


Operating expenses - donations
Hiwin Education Foundation

4) Trade receivables
Hiwin China

Hiwin Germany
Hiwin Italy
Subsidiaries


5) Other receivables (classified as other current assets)
Subsidiaries
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31







2021
2020
$ 2,829
$ 375
$ 57,292
$ 40,384

413

274
$ 57,705
$ 40,658
$ 9,619
$ 3,214

8,656

3,074
$ 18,275
$ 6,288
$ 13,000
$ 8,400
December 31



2021
$ 1,686,443

976,788
713,740
1,019,336

$ 4,396,307

$ 5,814
2020
$ 981,980
265,352
314,169

591,390
$ 2,152,891
$ 4,258

269

6) Prepayments for investments (classified as other non-current
assets)
Matrix Precision

7) Trade payables
Other related parties

Subsidiaries


8) Other payables
Other related parties

Subsidiaries


9) Prepayments for machinery and equipment
Subsidiaries
December 31 December 31







2021
$ -

$ 28,256

9,747

$ 38,003

$ 659

191

$ 850

$ 44,479
2020
$ 124,850
$ 5,872

6,525
$ 12,397
$ 1,036

4,121
$ 5,157
$ 76,070

c. Loans to related parties

Other receivables (classified as other current assets)


Hiwin Japan

Hiwin Italy




Interest income


Subsidiaries
December 31 December 31
2021
2020


$ 32,187
$ 224,911

-

31,269

$ 32,187
$ 256,180
For the Year Ended December 31


2021
$ 2,139
2020
$ 4,883

The Company provided Hiwin Japan and Hiwin Italy with short-term loans at rates comparable to market interest rates.

270

d. Acquisition of property, plant and equipment


Subsidiaries

Other related parties


Purchase Price Purchase Price Purchase Price
For the Year Ended December 31



2021
$ 28,658


2,100

$ 30,758
2020
$ 46,971

8,749
$ 55,720

e. Lease arrangements

Lease arrangements represented the lease prices of the Company’s factory. The lease prices were determined in accordance with mutual agreements and were based on the market price of the nearby factories and the lease area. The rental expenses were paid monthly.


Acquisition of right-of-use assets

Other related parties

Lease liabilities
Other related parties


Finance costs

Other related parties
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
2020

$ 18,533
$ -
December 31
2021
2020
$ 12,942
$ 2,051
For the Year Ended December 31

2021

$ 209
2020
$ 58
  • f. Acquisition of financial assets
Related Party
Category
Line Item
Hiwin Investment
Corporation
Investment accounted for
using the equity method
For the Year Ended December 31, 2020
Number of
Shares (%)
Underlying
Assets
Purchase Price
31
Hiwin Schweiz$ 200,000

g. Endorsements and guarantees

For the information about the endorsements and guarantees for subsidiaries as of December 31, 2021, refer to Table 2.

271

  • h. Acquisition of additional interests in related parties

Eterbright

Matrix Precision
Subsidiaries

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 1,740,112

419,420
215,282

$ 2,374,814
2020
$ -
-

-
$ -
  • i. Remuneration of key management personnel

Short-term employee benefits

Post-employment benefits

Termination benefits

Share-based payments


For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2021
$ 247,582

542
-

-

$ 248,124
2020
$ 163,073
539
1,060

1,087
$ 165,759

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

27. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral for short-term and long-term bank loans:

Property, plant and equipment
December 31 December 31
2021
$ 15,649,930
2020
$ 13,920,763

28. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. As of December 31, 2021 and 2020, unused letters of credit for purchases of raw materials and machinery and equipment amounted to $228,832 thousand and $186,454 thousand, respectively.

  • b. As of December 31, 2021 and 2020, commitment for acquisition of property, plant and equipment amounted to $1,001,422 thousand and $330,561 thousand, respectively.

272

29. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies are as follows:

Financial assets
Monetary items
USD

EUR
JPY

RMB
Non-monetary items
USD
EUR
ILS
RMB
JPY
GBP
CHF
SGD
Financial liabilities
Monetary items
USD
EUR
JPY
RMB
Non-monetary items
KRW
December 31, 2021
Foreign
Currency
Exchange
Rate
Carrying
Amount
$ 34,352
27.680
$ 950,861
64,184
31.32
2,010,258
2,904,559
0.2405
698,546
812,416
4.344
3,529,135

29,859
27.680
826,491
76,481
31.32
2,395,395
16,961
8.955
151,888
501,930
4.344
2,180,386
495,621
0.2405
119,197
6,134
37.30
228,787
7,886
30.18
237,999
2,004
20.46
40,993
6,593
27.680
182,495
3,197
31.32
100,143
561,200
0.2405
134,969
3,014
4.344
13,093

984,072
0.0235
23,126
December 31, 2020
Foreign
Currency
Exchange
Rate
Carrying
Amount
$ 19,134
28.480
$ 544,950

25,191
35.02
882,175
2,073,446
0.2763
572,893
1,096,141
4.377
4,797,810

25,479
28.480
725,654

65,139
35.02
2,281,179

13,639
8.740
119,202

429,927
4.377
1,881,788

327,492
0.2763
90,486

5,723
38.90
222,623

6,306
32.31
203,745

467
21.56
10,065

2,775
28.480
79,029

1,461
35.02
51,156

496,900
0.2763
137,293

2,861
4.377
12,524
2,511,016
0.0264
66,391

The significant (realized and unrealized) foreign exchange gains (losses) were as follows:

For the Year Ended December 31

Foreign
Currency
USD
JPY
EUR
RMB
2021
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
28.009
$ (10,499)
0.2554
(49,666)
33.16
(99,892)
4.341

6,535
$ (153,522)
2020
Exchange Rate
Net Foreign
Exchange Gain
(Loss)

29.549
$ (25,080)

0.2769
7,373

33.71
53,184
4.282

132,186
$ 167,663

273

31. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (Table 1)

  • 2) Endorsements/guarantees provided. (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint controlled entities). (Table 3)

  • 4) Marketable securities acquired or disposed at costs or prices at least NT$300 million or 20% of the paid-in capital. (Table 4)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (Table 5)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 6)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 7)

  • 9) Trading in derivative instruments. (Notes 7 and 25)

  • 10) Information on investees. (Table 8)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 9)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period. (None)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period. (Table 6)

    • c) The amount of property transactions and the amount of the resultant gains or losses. (None)

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes. (None)

    • e) The highest balance, the end of year balance, the interest rate range, and total current period interest with respect to financing of funds. (None)

    • f) 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 receipt of services. (None)

  • c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 10)

274

TABLE 1

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

No. Lender Borrower Financial Statement
Account
Related
Party
Highest Balance
for the Period
(Note 4)
Ending Balance
(Note 4)
Actual Amount
Borrowed
Interest
Rate
Nature of
Financing
(Note 2)

Business Transaction
Amount

Reasons
for
Short-term
Financing

Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
(Note 1)
Aggregate
Financing
Limit
(Note 3)
Item Value
0
0
The Company
The Company
Hiwin Japan
Hiwin Italy
Other receivables from
related parties
Other receivables from
related parties
Yes
Yes
$ 254,500
52,902
$ 32,187

-
$ 32,187

-
1.165%
1.49%
1
1
Sales
$765,313
Sales
1,057,657
-
-
$ -
-
-
-
$ -
-
$ 4,542,043
4,542,043
$ 9,084,086

9,084,086

Note 1: The total amount for lending to a single company shall not exceed 15% of the net assets of the Company based on its latest financial statements. For financing provided by the Company due to business dealings, other than the aforementioned restrictions, the amount of financing is also limited to the higher of the total purchase or sales amount between the 2 parties within 1 year from the date of financing or in the most recent year based on the principle that business transactions have already occurred between the two parties.

Note 2: The nature of financing is numbered as follows:

  1. A company that has business dealings with the lender.

  2. A company with short-term financing needs.

Note 3: The total amount of the Company’s accumulated financing provided should not exceed 30% of the Company’s net assets as shown in its latest financial statements.

Note 4: The ending balance has been approved by the board of directors.

275

TABLE 2

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

No. Endorser/Guarantor Endorsee/Guaranteed Party Endorsee/Guaranteed Party Limits on
Endorsement/
Guarantee
Given on
Behalf of
Each Party
(Note 1)

Maximum
Amount
Endorsed/
Guaranteed
During the Year
(Note 3)
Outstanding
Endorsement/
Guarantee at the
End of the Year
(Notes 3 and 4)
Actual Amount
Borrowed
(Note 4)
Amount
Endorsed/
Guaranteed by
Collaterals

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0
0
0
0
0
0
0
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Matrix
Hiwin Italy
Eterbright
Hiwin Singapore
Hiwin Korea
Hiwin Japan
Matrix Precision
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
3,028,029
$ 78,700
( GBP
2,000 )

507,600
( EUR
15,000 )

2,250,000

334,320
( USD
12,000 )

342,420
( USD
12,000 )

1,724,250
( JPY 6,690,920 )

1,100,000
$ 74,600
( GBP
2,000 )

469,800
( EUR
15,000 )

2,175,000

166,080
( USD
6,000 )

332,160
( USD
12,000 )

1,607,398
( JPY 6,683,568 )

1,100,000
$ 18,650
( GBP
500 )

257,674
( EUR
8,227 )

639,000

8,304
( USD
300 )

120,408
( USD
4,350 )

1,487,148
( JPY 6,183,568 )

350,000
$ -


-


-

-


-


-


-

0.2%

1.6%

7.2%

0.5%

1.1%

5.3%

3.6%
$ 10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
10,598,100
Yes
Yes
Yes
Yes
Yes
Yes
Yes
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: The limit on the endorsements/guarantees provided for a single enterprise is 10% of the Company’s net assets as shown in its most recent financial statements. If approved by the board of directors, the amount of endorsements/guarantees provided by the Company for its subsidiaries is not subject to the foregoing limitations; however, it must not exceed 50% of the Company's net assets in its most recent financial statements.

Note 2: The aggregate endorsement/guarantee limit is 35% of the Company’s net assets as shown in its latest financial statements.

Note 3: The ending balance has been approved by the board of directors.

Note 4: The amounts denominated in foreign currencies were translated into the New Taiwan dollar at the exchange rate prevailing at the end of last month.

276

TABLE 3

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable
Securities
Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)
Fair Value
The Company Government bond
Central Government Bond 2012-1
Shares
Hiwin Mikrosystem
Ever Fortune.
Taichung International Country Club
Sunengine
King Kong Iron Work Ltd.
-
-
-
-
-
-
Financial assets at amortized cost - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
-
9,525,676
2,573,000
1
588,149
76,300
$ 2,890

1,076,401

386,799

3,080

-

-
-
8
3
-
10
-
$ 2,890
1,076,401
386,799
3,080
-
-

Note: For information on the investments in subsidiaries and associates, see Tables 8 and 9.

277

TABLE 4

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICE AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name
Type and
Name of
Marketable
Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Disposal Disposal Ending Balance Ending Balance Ending Balance

Shares
Amount Shares Amount Shares Amount Carrying
Amount
Gain
(Loss) on
Disposal
Others Shares Amount
(Note 2)
The Company
The Company
Share capital
Share capital
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Matrix
Precision
Eterbright
Subsidiary
Subsidiary
2,171,075
171,449,427
$ 95,313

(643,793)
32,123,000
174,011,165
$ 419,420

1,740,112
-
-
$ -

-
$ -

-
$ -

-
$ (130,453)
(Note 1)
(1,219,358)
(Note 2)
34,294,075
345,460,592
$ 384,280

(123,039)
  • Note 1: Including investment loss and other comprehensive loss accounted for using the equity method of $(132,654) thousand, realized gross profit of $242 thousand and an increase in net assets of $1,959 thousand from subscribing to additional new shares at a percentage different from its existing ownership percentage.

  • Note 2: Including investment loss accounted for using the equity method of $(783,536) thousand, realized gross profit of $1,193 thousand and an decrease in net assets of $(437,015) thousand from subscribing to additional new shares at a percentage different from its existing ownership percentage.

278

TABLE 5

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Information on Previous Title Transfer if Counterparty
is a Related Party
Pricing Reference Purpose of Acquisition Other
Terms
Property
Owner
Relationship Transaction
Date
Amount
The Company
Hiwin Japan
Yunlin Technology Factory
Kobe Technology Factory
2021.6.28
2021.3.23
$ 458,000
1,075,850
( JPY 4,033,920 )
$ 109,920
655,467
( JPY 2,566,432 )
Ruiying Construction Co.,
Ltd.
Obayashi Corporation
None
None
-
-
-
-
-
-
$ -
-
Vendor bidding
Vendor bidding
Plant construction
Plant construction
-
-

279

TABLE 6

HIWIN TECHNOLOGIES CORPORATION 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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Note
Purchase/Sale Amount
(Note)
% to Total Payment Terms Unit Price Payment Terms Ending Balance
(Note)

% to Total
The Company
Hiwin China
Hiwin Germany
Hiwin Italy
Hiwin Japan
Hiwin USA
Hiwin Korea
Hiwin Schweiz
Hiwin Singapore
Hiwin China
Hiwin Germany
Hiwin Italy
Hiwin Japan
Hiwin USA
Hiwin Korea
Hiwin Schweiz
Hiwin Singapore
Hiwin Mikrosystem
Hiwin Mikrosystem
The Company
The Company
Hiwin Mikrosystem
Hiwin S.R.O.
The Company
The Company
The Company
Hiwin Mikrosystem
The Company
The Company
The Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Other related party
Parent company
Parent company
Other related party
Other related party
Parent company
Parent company
Parent company
Other related party
Parent company
Parent company
Parent company
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Sale
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
$ (4,323,908)
(2,123,776)
(1,057,657)
(765,313)
(501,394)
(341,983)
(235,208)
(150,285)
172,926
(103,109)
4,323,908
2,123,776
341,860
(195,280)
1,057,657
765,313
501,394
143,629
341,983
235,208
150,285

(19%)

(9%)

(5%)

(3%)

(2%)

(1%)

(1%)

(1%)
2%

-
97%
71%
11%

(5%)
94%
89%
75%
22%
92%
82%
75%
O/A 120 days
O/A 90 days
O/A 180 days
O/A 150 days
O/A 120 days
O/A 180 days
O/A 60 days
O/A 120 days
O/A 90 days
O/A 90 days
O/A 120 days
O/A 90 days
O/A 90 days
O/A 45 days
O/A 180 days
O/A 150 days
O/A 120 days
O/A 90 days
O/A 180 days
O/A 60 days
O/A 120 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 1,686,443
976,788
713,740
568,908
190,503
167,078
36,483
53,803
(28,256)
-
(1,686,443)
(976,788)
(108,618)
17,532
(713,740)
(568,908)
(190,503)
(21,935)
(167,078)
(36,483)
(53,803)
26%
15%
11%
9%
3%
3%
1%
1%

-
-

(97%)

(83%)

(9%)
10%

(95%)

(93%)

(84%)

(10%)

(98%)

(71%)

(75%)

Note: Except for Hiwin Mikrosystem and Hiwin S.R.O., significant intercompany accounts and transactions have been eliminated.

280

TABLE 7

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance (Note ) Turnover Rate
(Times)
Overdue Overdue Amounts Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Actions Taken
The Company Hiwin Japan
Hiwin Japan
Hiwin Germany
Hiwin Italy
Hiwin Italy
Hiwin China
Hiwin USA
Hiwin Korea
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Trade receivables from related parties
$ 568,908
Other receivables from related parties
34,184
Trade receivables from related parties
976,788
Trade receivables from related parties
713,740
Other receivables from related parties
406
Trade receivables from related parties
1,686,443
Trade receivables from related parties
190,503
Trade receivables from related parties
167,078
1.94
-
3.42
2.06
-
3.24
3.50
2.84
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 29,250
34,184
275,879
101,600
406
790,053
63,368
62,501
$ -

-

-

-

-

-

-

-

Note : Significant intercompany accounts and transactions have been eliminated.

281

TABLE 8

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars and Foreign Currencies)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2021 As of December 31, 2021 As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profit (Loss)
Note
December 31,
2021

December 31,
2020
Number of
Shares
% Carrying
Amount
The Company
Hiwin Germany
Hiwin Germany
Hiwin USA
Hiwin Japan
Mega-Fabs
Eterbright
Hiwin Singapore
Hiwin Korea
Matrix Precision
Hiwin Healthcare Corp.
Hiwin Italy
Matrix
Hiwin Schweiz
Hiwin S.R.O.
Hiwin Schweiz
Germany
United States of America
Japan
Israel
Taiwan
Singapore
Korea
Taiwan
Samoa
Italy
United Kingdom
Switzerland
Czech Republic
Switzerland
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Research, manufacture and sale of drivers and
controllers
Research, development, design, manufacture and sale
of solar cell, electronic components, electric power
supply, electric transmission and power distribution
machinery products
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways and industrial robots
Research, development, production, manufacture and
sale of gear cutting tools and machinery
Sale of medical robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
Design integrated application, research, development,
manufacture and sale of thread forming machinery
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
Sale of aerospace parts, ballscrews, linear guideways,
and industrial robots
Manufacture and sale of aerospace parts, ballscrews,
linear guideways, and industrial robots
$ 224,257
353,844
918,602
42,444
4,723,668
117,550
242,707
1,022,664
3,108
296,580
535,904
266,300
104
(CZK
70)
3,320
(EUR
72)
$ 224,257

353,844

817,642

42,444

2,983,556

117,550

202,945

603,244

3,108

296,580

461,344

266,300
104
(CZK
70)
3,320
(EUR
72)

-

2,148,000

62,200

240,000
345,460,592

5,000,000

1,760,000

34,294,075

100,000

-

5,449,500

243,000
-
57,000
100
100
100
40
85
100
100
50
100
100
100
81
32
19
$ 1,683,515
715,336
44,350
184,717
(123,039)
19,104
(66,630)
384,280
2,585
(49,816)
273,715
179,530
68,030
(EUR
2,172)
40,304
$ 326,315

145,238

(59,220)

74,362

(1,030,113)

32,041

(1,806)

(262,398)

(45)

51,447

(61,282)

59,768
(Note 1)

59,768
$ 326,315

145,238

(59,220)

29,745

(783,536)

32,041

(1,806)

(131,375)

(45)

51,447

(55,219)

59,768

(Note 1)

-
Subsidiary
Subsidiary
Subsidiary
Investment
accounted for
using the
equity method
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Investment
accounted for
using the
equity method
Subsidiary

Note 1: Exempted from disclosure in accordance with regulations.

Note 2: For information on investments in mainland China, see Table 9.

282

TABLE 9

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
Method of
Investment
Accumulated
Outward
Remittance for
Investments from
Taiwan as of
January 1, 2021
Remittance of Funds Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investments from
Taiwan as of
December 31,
2021
Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021
Outward Inward
YIFU Finance
Hiwin China
Luren Shanghai
Suzhou Matrix
Finance leasing
Manufacture and sale of aerospace
parts, ballscrews, linear guideways
and industrial robots
Sale of gear cutting tools and machinery
Sale of gear cutting tools and machinery
$ 232,872
(USD
8,413)
1,498,040
(RMB 300,000)

14,047
(USD
439)

9,076
(RMB
2,000)
(Note 1)
(Note 2)
(Note 2)
(Note 2)
$ 19,256
(USD
804)
1,498,040
(RMB 300,000)
14,047
(USD
439)
9,076
(RMB
2,000)
$ -
-
-
-
$ 19,256
(USD
804)

-

-

-
$ -

1,498,040
(RMB 300,000)
14,047
(USD
439)

9,076
(RMB
2,000)
$ 68,926
312,569
(4,253)
873
-
100
-
50
(Note 3)
$ 312,569
(Note 4)
(2,132)
(Note 4)
438
(Note 4)
$ -
(Note 6)
1,826,457
(Note 6)
-
(Note 7)
3,162
$ 139,396
(USD
4,640)
-
-

-
Investor Company Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2021
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investments
Stipulated by the Investment Commission,
MOEA
The Company $ 1,498,040
(RMB 300,000)
$ 1,498,040
(RMB 300,000)
(Note 5)
Matrix Precision $ 9,076
(RMB 2,000)
$ 9,076
(RMB 2,000)
$ 252,565
(Note 5)

Note 1: The investment in the company in mainland China was made through reinvestment in an existing company established in a third country.

Note 2: The investment in mainland China was made directly.

Note 3: The investment in Kaland was accounted for as a financial asset measured at FVTOCI; thus, no investment gain or loss was recognized.

Note 4: The investment gain (loss) is recognized according to the financial statements audited by the Company’s independent auditors.

  • Note 5: Calculated in accordance with the “Regulations on Screening and Approval of Investment and Technical Cooperation in Mainland China” issued by the Investment Commission of the Ministry of Economic Affairs, the Company has been certified by the Industrial Development Bureau of the Ministry of Economic Affairs as an enterprise that has conformed to the scope of operations of the headquarters; therefore, there is no investment limit. The upper limit on the amount of investments in Matrix Precision is 60% of the net assets of Matrix Precision.

Note 6: YIFU Finance and Kaland have been liquidated in February 2021 and August 2021, respectively.

Note 7: Luren Shanghai has been liquidated in June 2021.

283

TABLE 10

HIWIN TECHNOLOGIES CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021

Name of Major Shareholder Shares
Number of Shares Percentage of
Ownership
Hiwin Investment Corporation 22,770,299 6.68%
  • Note 1: The information on major shareholders disclosed in the table above was calculated by the Taiwan Depository & Clearing Corporation based on the number of ordinary and preference shares held by shareholders with ownership of 5% or greater, that had completed dematerialized registration and delivery (including treasury shares) as of the last business day of the current quarter. The share capital recorded in the financial statements may differ from the number of shares that have completed dematerialized registration and delivery due to differences in the basis of preparation.

  • Note 2: If the above information is related to shareholders who have delivered their shares held to a trust, the information is separately disclosed by each trustor's account opened by the trustee. As for the declaration of insider shareholdings exceeding 10% in accordance with the securities and exchange act, the shareholdings include the shares held by the shareholder as well as those that have been delivered to the trust and for which the shareholder has the right to determine the use of trust property. For information on the declaration of insider shareholdings, refer to the Market Observation Post System website of the TWSE.

284

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

ITEM STATEMENT INDEX

MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND
EQUITY
STATEMENT OF CASH AND CASH EQUIVALENTS 1
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE Note 7
THROUGH PROFIT OR LOSS
STATEMENT OF NOTES RECEIVABLE 2
STATEMENT OF TRADE RECEIVABLES FROM 3
UNRELATED PARTIES
STATEMENT OF INVENTORIES 4
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE 5
THROUGH OTHER COMPREHENSIVE INCOME -
NON-CURRENT
STATEMENT OF CHANGES IN INVESTMENTS 6
ACCOUNTED FOR USING THE EQUITY METHOD
STATEMENT OF CHANGES IN PROPERTY, PLANT AND Note 12
EQUIPMENT
STATEMENT OF CHANGES IN ACCUMULATED Note 12
DEPRECIATION AND ACCUMULATED IMPAIRMENT
OF PROPERTY, PLANT AND EQUIPMENT
STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS 7
STATEMENT OF CHANGES IN ACCUMULATED 7
DEPRECIATION OF RIGHT-OF-USE ASSETS
STATEMENT OF DEFERRED INCOME TAX ASSETS Note 20
STATEMENT OF SHORT-TERM BANK BORROWINGS 8
STATEMENT OF TRADE PAYABLES TO UNRELATED 9
PARTIES
STATEMENT OF OTHER PAYABLES Note 16
STATEMENT OF LONG-TERM BANK BORROWINGS 10
STATEMENT OF LEASE LIABILITIES 11
STATEMENT OF DEFERRED INCOME TAX LIABILITIES Note 20
MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS
STATEMENT OF NET REVENUE 12
STATEMENT OF OPERATING COSTS 13
STATEMENT OF OPERATING EXPENSES 14
STATEMENT OF NON-OPERATING INCOME AND STATEMENT OF
EXPENSES COMPREHENSIVE INCOME
STATEMENT OF FINANCE COSTS Note 19
STATEMENT OF LABOR, DEPRECIATION AND Note 19
AMORTIZATION BY FUNCTION

285

STATEMENT 1

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars and Foreign Currencies)

Item
Foreign Currency Exchange Rate
Cash on hand
NTD

Foreign currencies


Cash in banks
Checking accounts
Demand deposits
Foreign deposits
USD
9,069
27.680
EUR
4,434
31.32
RMB
122,374
4.344
JPY
405,202
0.2405
GBP
63
37.30


Cash equivalents
Foreign time deposits
RMB
84,200
4.344

Amount
$ 138
1,029

1,167
223,756
640,720
251,030
138,864
531,592
97,451

2,353

1,885,766

365,765
$ 2,252,698

286

STATEMENT 2

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF NOTES RECEIVABLE DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Client Name
Unrelated parties
Company 17

Company 32
Others (Note)

Less: Allowance for impairment loss

Amount
$ 29,060
9,629
135,894
174,583

(1,746)
$ 172,837

Note: The amount of individual client included in others does not exceed 5% of the account balance.

287

STATEMENT 3

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF TRADE RECEIVABLES FROM UNRELATED PARTIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Client Name
Unrelated parties
Company 9

Company 22
Company 25
Company 14
Others (Note)

Less: Allowance for impairment loss

Amount
$ 221,460
200,844
159,425
121,773
1,158,884
1,862,386

(94)
$ 1,862,292

Note: The amount of individual client included in others does not exceed 5% of the account balance.

288

STATEMENT 4

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF INVENTORIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Merchandise

Finished goods
Work in process
Raw materials
Inventories in transit

Amount
Market Price
(Note 1)
$ 2,893
$ 2,893
761,794
1,323,428
1,475,002
1,475,002
2,128,236
2,416,108

313,350

313,350
$ 4,681,275
$ 5,530,781

Note 1: Inventories are stated at the lower of cost or net realizable.

Note 2: Inventories are not provided as collateral.

289

STATEMENT 5

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF FINANCIAL ASSET AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Investees
Hiwin Mikrosystem
Ever Fortune
Taichung International Country Club
Sunengine
King Kong Iron Work Ltd.
Kaland (Note)
Balance, January 1, 2021
Shares
Fair Value
9,431,363
$ 860,140
2,573,000
45,017
1
2,650
588,149
-
76,300
-
323,289

36,427
$ 944,234
Additions
Shares
Amount
94,313
$ 216,261
-
341,782
-
430
-
-
-
-
-

-
$ 558,473
Decrease
Shares
Amount
-
$ -
-
-
-
-
-
-
-
-
323,289

36,427
$ 36,427
Balance, December 31, 2021
Shares
Fair Value
Collateral
9,525,676
$ 1,076,401
None
2,573,000
386,799
None
1
3,080
None
588,149
-
None
76,300
-
None
-

-
None
$ 1,466,280
Shares
9,431,363

2,573,000
1
588,149
76,300
323,289

Shares
94,313

-
-
-
-
-

Shares
-

-
-
-
-
323,289

Shares
9,525,676

2,573,000
1
588,149
76,300
-

Note: The decrease is due to liquidation in August 2021.

290

HIWIN TECHNOLOGIES CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
HIWIN TECHNOLOGIES CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
HIWIN TECHNOLOGIES CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
STATEMENT 6
Investees
Investments in subsidiaries
Hiwin Germany
Hiwin USA
Hiwin Japan
Eterbright (Note)
Hiwin Singapore
Hiwin Korea (Note)
Hiwin China
Matrix Precision
Hiwin Healthcare Corp.
Hiwin Italy (Note)
Matrix
Hiwin Schweiz
Investments in associates
Mega-Fabs
Balance, January 1, 2021
Shares
Amount
-
$ 1,934,803
2,148,000
648,513
54,200
39,300
171,449,427
(643,793 )
5,000,000
(885 )
1,440,000
(85,532 )
-
1,798,349
2,171,075
95,313
100,000
2,706
-
88,729
4,649,500
261,614
243,000

206,720
$ 4,345,837
240,000
$ 152,031
Additio ns
Amount
$ -
-
100,960
1,740,112
-
39,762
-
419,420
-
-
74,560

-
$ 2,374,814
$ -
Decrease
Amount
$ -

-
-
-
-
-
-
-
-
-
-
-

$ -

$ -
Change of
Subsidiaries’
Ownership
Share of
Profit (Loss)
and Other
Comprehensive
Income (Loss)
of
Subsidiaries
and Associates
Accounted for
Using the
Equity
Equity
Method
$ -
$ 326,315

-
145,238
-
(59,220 )
(437,015 )
(783,536 )
-
32,041
-
(1,806 )
-
312,569
1,959
(132,653 )
-
(45 )
-
49,786
-
(55,219 )

-

59,768

$ (435,056)
$ (106,762)

$ -
$ 29,745
Exchange
Differences
on
Translating
of Foreign
Operations
$ (241,986 )

(21,370 )
(13,029 )
-
(1,113 )
5,309
(13,972 )
-
(76 )
(19,900 )
(7,114 )

(17,480)

$ (330,731)

$ 2,941
Unrealized
Gain
$ (335,617 )
(57,045 )
(23,661 )
1,193
(10,939 )
(24,363 )
(270,489 )
241
-
(168,431 )
(126 )

(69,478)
$ (958,715)
$ -
Balance, December 31, 202 1
Amount
$ 1,683,515

715,336
44,350
(123,039 )
19,104
(66,630 )
1,826,457
384,280
2,585
(49,816 )
273,715

179,530

$ 4,889,387

$ 184,717
Net Equity
Value
$ 2,203,319

823,906
119,197
(112,313 )
40,993
(23,126 )
2,180,386
207,385
2,585
192,076
195,840

253,521

$ 6,083,769

$ 151,888
Original
Investment
Cost
December 31,
2021
$ 224,257
353,844
918,602
4,723,668
117,550
242,707
1,498,040
1,022,664
3,108
296,580
535,904

266,300
$ 10,203,224
$ 42,444
Collateral
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Shares
-

2,148,000
54,200
171,449,427
5,000,000
1,440,000
-
2,171,075
100,000
-
4,649,500
243,000


240,000
Shares
-

-
8,000
174,011,165
-
320,000
-
32,123,000
-
-
800,000
-


-
Shares
-

-
-
-
-
-
-
-
-
-
-
-


-
Shares
Ownership (%)
-
100

2,148,000
100
62,200
100
345,460,592
85
5,000,000
100
1,760,000
100
-
100
34,294,075
50
100,000
100
-
100
5,449,500
100
243,000
81


240,000
40

Note: The balance as of December 31, 2021 was accounted for as credit balance for investments accounted for using the equity method.

291

STATEMENT 7

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF CHANGE IN RIGHT-OF-USE ASSETS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Cost
Land

Building

Total cost

Accumulated depreciation
Land
Building

Total accumulated depreciation
Right-of-use assets
Balance at
January 1,
2021
$ 144,700
180,025


324,725

15,939

71,905


87,844

$ 236,881
Additions
$ 1,717

42,354

$ 44,071

$ 8,155

54,346

$ 62,501
Decrease
Balance at
December 31,
2021
$ - $ 146,417

2,238

220,141
$ 2,238

366,558
$ -
24,094

1,606

124,645
$ 1,606

148,739
$ 217,819

292

STATEMENT 8

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF SHORT-TERM BANK BORROWINGS DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Type
Maturity Date
(Note)
Interest Rates
(%)
Loans for export sales
The Export-Import Bank of the Republic of China,
Taichung Branch
2022.9.27
0.61

Line of credit borrowings
Bank of Taiwan, Taichung Industrial Park Branch
2022.3.29
0.80
Sumitomo Mitusi Banking Corporation, Taipei
Branch
2022.2.18
0.71
Bank of Taiwan, Offshore Banking Branch
2022.3.24
0.80


Amount
$ 940,000
500,000
300,000
200,000

1,000,000
$ 1,940,000

Note: The maturity date is the last date of multiple loans.

293

STATEMENT 9

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF TRADE PAYABLES TO UNRELATED PARTIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Vendor Name
Unrelated parties
Others (Note)
Amount
$ 3,647,902

Note: The amount of individual vendor in others does not exceed 5% of the account balance.

294

STATEMENT 10

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF LONG-TERM BANK BORROWINGS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Type
Borrowing Period
(Note 2)
Repayment
Interest Rate
(%)
Current Portion
Non-Current
Portion
Secured loan (Note 1)
Bank of Taiwan, Taichung Industrial Park Branch
2011.6.16-2034.2.21
Repayable monthly from November 30, 2013 in 48, 60 and 144
installments
1.04-1.17
$ 475,347
$ 3,191,603

The Export-Import Bank of the Republic of China,
Taichung Branch
2020.4.30-2027.4.15
Repayable monthly from May 15, 2023 in 48 installments
0.36
-
18,733
Chang Hwa Commercial Bank, Hisitun Branch
2020.5.26-2027.5.15
Repayable monthly from May 15, 2023 in 48 installments
0.90
-
1,586
Unsecured loan
Land Bank of Taiwan, Taichung Branch
2021.8.2-2026.2.4
Repayment due on February 4, 2026
0.93
-
200,000
Bank of Taiwan, Taichung Industrial Park Branch
2020.4.30-2027.4.15
Repayable monthly from May 15, 2023 in 48 installments
0.70

-

2,859

$ 475,347
$ 3,414,781
Total
$ 3,666,950
18,733
1,586
200,000

2,859
$ 3,890,128

Note 1: Property, plant and equipment pledged as collateral in the amount of $15,649,930 thousand for bank borrowings.

Note 2: The period indicates the earliest loan date and the last due date of the multiple borrowings.

295

STATEMENT 11

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Lease Term
Discount Rate (%)
Land
20 years
1.45

Building
2 to 7 years
1.45

Less: Current portion

Lease liabilities - non-current
Amount
$ 122,421

96,433
218,854

(42,523)
$ 176,331

296

STATEMENT 12

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF NET REVENUE FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Shipments (In thousands of units)
Linear guideways
About 24,101

Ballscrews
About 1,607
Others


Less: Sales return
Sales discount

Sales
Amount
$ 15,927,012
4,926,757

2,154,529
23,008,298
(502)

(1,897)
$ 23,005,899

297

STATEMENT 13

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Raw materials, beginning of year

Raw materials purchased
Sale of raw materials

Raw materials scrapped

Raw materials, end of year

Raw materials used
Supplies, beginning of year
Supplies purchased
Sale of supplies
Transferred to manufacturing expense and
prepayments for machinery and equipment
Supplies, end of year

Supplies used
Direct labor
Manufacturing expenses
Manufacturing cost
Work in process, beginning of year
Work in process, end of year
Cost of finished goods
Finished goods, beginning of year
Finished goods, end of year
Transferred to operating expense and prepayments
for machinery and equipment
Other adjustment
Cost of goods sold
Merchandise, beginning of year
Merchandise purchased
Transferred to manufacturing expense
Transferred from prepayment for machinery and
equipment
Merchandise, end of year

Cost of merchandise sold
Cost of raw materials and supplies sold
Inventory write-downs
Loss from inventories scraps
Maintenance and warranty expense
Unallocated fixed overhead
Revenue from sale of scraps
Operating costs
Amount
$ 1,581,511
7,330,392
(100,509)
(28,349)
(2,032,319)
$ 6,750,726
700,882
2,204,269
(18,435)
(2,219,494)

(667,222)
-
3,173,698

5,989,776
15,914,200
1,262,127

(1,555,993)
15,620,334
446,373
(835,503)
(214,520)

(26,038)
14,990,646
2,017
9,635
(1,907)
5,069

(2,893)
11,921
118,944
95,654
28,349
20,633
120,420

(147,838)
$ 15,238,729

298

STATEMENT 14

HIWIN TECHNOLOGIES CORPORATION

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Salary

Depreciation expense
Shipping expense
Donation
Others

Total
Selling and
Marketing
Expenses
General and
Administrative
Expenses
Research and
Development
Expenses
$ 112,280 $ 531,844 $ 471,222
4,400
110,342
80,456
78,234
651
4,569
-
77,211
-
168,840

227,079

239,309

$ 363,754
$ 947,127
$ 795,556
Total
$ 1,115,346

195,198

83,454

77,211

635,228
$ 2,106,437

299